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The Party Must Continue – With A Cake - Corporate/Commercial Law


On April 30, 2021, the Delaware Chancery Court (the
“Court”) issued a decision in
Snow Phipps Group,
LLC v. KCake Acquisition, Inc., ordering an affiliate of
private equity buyer Kohlberg & Co. (“Kohlberg”) to
acquire cake decoration supplier, DecoPac Holdings Inc.
(“DecoPac”), for $550 million. In the opinion, newly
sworn-in Chancellor Kathaleen McCormick affirmed prior case law on
several common contractual provisions that bear on deal certainty
in the time of COVID-19 (including material adverse effect, or
“MAE,” conditions; interim operating covenants; and the
reasonable best efforts standard). Most notably, however, the Court
said it had “chalked up a victory for deal certainty”
by granting DecoPac s request to force Kohlberg to ....

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