Page 4 - Ab Stable News Today

To embed, copy and paste the code into your website or blog: The global outbreak of COVID-19 hit the United States in March 2020. Over a year later, it has irrevocably altered the way that M&A parties negotiate and structure agreements for the purchase and sale of private companies. In the wake of the pandemic, parties to privately negotiated M&A agreements have begun adding provisions or modifying existing ones to account for the many challenges COVID-19 has presented. For example, since March...

To print this article, all you need is to be registered or login on Mondaq.com. This newsletter is our seventh annual review of significant state court decisions relevant for private company M&A transactions and related governance matters and disputes. Hallisey v. Artic Intermediate, LLC , C.A. No. 2019-0980-MTZ (Del. Ch. Oct. 29, 2020) Summary Acquiror was not entitled to a post-closing purchase price adjustment in its favor due to having delivered its Closing Statement...

In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect (“MAE”) that would allow a buyer to terminate an acquisition agreement entered into prior to the COVID-19 outbreak in the U.S. Introduction In early 2019, AB Stable VIII LLC (“Seller”) initiated a sale process for its portfolio of fifteen luxury hotels located in t...

COVID-19’s Impact on M&A Transactions and Material Adverse Effect Clauses The COVID-19 pandemic has given rise to many M&A-related disputes. By some estimates, over 3,000 commercial cases were filed in U.S. federal courts alone as a result of the COVID-19 crisis. This figure does not account for numerous COVID-related disputes that were filed in U.S. state courts. Given that many transactions involving Latin American parties incorporate New York law or are based on provisions developed under ...

In re Nine West LBO Sec. Litig., No. 20 MD. 2941 (S.D.N.Y. Dec. 4, 2020) Summary In 2014, Sycamore Partners Management LP (Sycamore) acquired The Jones Group (Jones) in a leveraged buyout. The merger provided for five different components: (1) Jones would merge with a Sycamore affiliate and become “Nine West Holdings” (Nine West); (2) Sycamore would contribute at least US$395 million in equity to Nine West; (3) Nine West would increase its debt from US$1 billion to US$1.2 billion; (4) Jones...

To embed, copy and paste the code into your website or blog: This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware. We present the decisions in no particular order. The list does not include every significant decisio...

Highlights Applying New York law, the U.S. District Court for the Southern District of New York rules that a party can invoke a contractual force majeure provision to terminate a contract on the ground that the COVID-19 pandemic and resulting government-imposed restrictions on business operations fit within the meaning of a "natural disaster." The courts ruling joins the growing list of jurisdictions that have interpreted "natural disaster" to extend beyond weather-related and environmental di...

In late November of last year, the Court of Chancery in Delaware handed down a decision in a case called AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC ...

Dajia Must Pay $60 Million Over Nixed Sale of U.S. Hotels Bloomberg 2/6/2021 Jef Feeley © Bloomberg Traffic moves along a road in front of the entrance to the Anbang Financial Center at night in Beijing, China, on Saturday, Feb. 24, 2018. Chinas regulators will take control of embattled insurer Anbang Insurance Group Co. for one year after a probe that began in June. (Bloomberg) -- Dajia Insurance Co. was ordered to pay more than $60 million in fees and interest over its fa...

To embed, copy and paste the code into your website or blog: The Delaware Court of Chancery’s docket exploded with expedited “broken” deal litigation in 2020, driven by the impact of COVID-19. Beyond pandemic-related merger litigation, stockholder plaintiffs remained focused on claims involving controlling stockholders and increased focus on claims against officers for breaches of the duty of care. There were also significant developments in connection with stockholder statutory books-and...