Page 5 - Ab Stable News Today

General Trends in Life Sciences M&A If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector being no exception. COVID-19 drove unprecedented levels of collaboration among biopharmaceutical companies seeking to develop a vaccine, leading to an accelerated research and development process that allowed not just one—but two—vaccines to be approved by the FDA in recor...

To embed, copy and paste the code into your website or blog: As we enter the New Year, the end is not yet in sight for litigation related to COVID-19. Five recent decisions, summarized below, highlight the still developing legal implications of the pandemic on private party rights as we begin 2021. These decisions touch on: potential university liability to refund students for pandemic-caused changes to their education, in what circumstances a buyer can walk away from a merger and acquisition b...

In its recent decision in Fairstone Financial Holdings Inc. v. Duo Bank of Canada(Fairstone), the Ontario Superior Court of Justice (Commercial List) (Court) addressed the interpretation of material adverse effect (MAE) clauses and ordinary course covenants in M&A transactions. Such provisions are of renewed interest to many prospective buyers, sellers and target companies in view of the ongoing effects of COVID-19. KEY TAKEAWAYS Interpretation of MAE provisions Burden of proof and constituent...

In its recent decision in Fairstone Financial Holdings Inc. v. Duo Bank of Canada (Fairstone), the Ontario Superior Court of Justice (Commercial List) (Court) addressed the interpretation of material adverse effect (MAE) clauses and ordinary course covenants in M&A transactions. Such provisions are of renewed interest to many prospective buyers, sellers and target companies in view of the ongoing effects of COVID-19. KEY TAKEAWAYS Interpretation of MAE provisions Burden of proof and constituen...

To print this article, all you need is to be registered or login on Mondaq.com. The economic dislocation caused by the COVID-19 pandemic has led to an uptick in "busted deal" litigation in M&A transactions in the United States and Canada. 1 The crux of the litigation is whether the buyer may abandon the transaction without penalty on the basis of allegations that the pandemic has had a material adverse effect (MAE) on the target business and/or that operational responses...

Key Points In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses to the COVID-19 pandemic constituted either (1) a “material adverse effect” (MAE) or (2) a breach of the covenant to operate in the ordinary course of business between signing and closing (“Ordinary Course Covenant”). Although the MAE definition did n...

To print this article, all you need is to be registered or login on Mondaq.com. In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. In these lawsuits, buyers commonly alleged one (or both) of the following as justification for their failure to close: (i) that the target suffered an M...

To embed, copy and paste the code into your website or blog: In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. In these lawsuits, buyers commonly alleged one (or both) of the following as justification for their failure to close: (i) that the target suffered an MAE as a result of COVID-19’s impact on it...

To embed, copy and paste the code into your website or blog: On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction, analyzing both the material adverse effect (“MAE”) provisions and ordinary course covenants. AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC et al., C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020). The ...

To embed, copy and paste the code into your website or blog: On November 30, 2020, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial decision addressing contractual issues related to the effects of the COVID-19 pandemic on the sale of a collection of luxury hotels. The case,  AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, was one of many busted deal lawsuits filed in the Court of Chancery implicating COVID-19s impact on M&A, with the opinion being t...