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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 2020, many M&A agreements specifically include or exclude the pandemic and its effects from the def...

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 after the contractually agreed deadline. Background This decision involved a motion for judgment on...

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 the U.S. The winning bidder was MAPS Hotels and Resorts LLC (“Buyer”). Buyer and Seller entered i...

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 New York law, these decisions may be of particular interest to companies doing business in Latin Ame...

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 shareholders would receive US$15 per share; and (5) two high-end brands, along with another busines...