Mayer Brown’s Post

In two significant recent opinions, the Delaware Chancery Court ruled against the buyers of life sciences companies, holding that they failed to apply commercially reasonable efforts to achieve earnout milestones. In Fortis Advisors LLC v. Johnson & Johnson, the court awarded nearly $1 billion in damages for breach of contract to the target company’s stockholders, while the court in Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc. will announce its damages determination in a separate opinion. The opinions highlight the perils associated with negotiating and interpreting diligence obligations of this kind—which are prevalent in life sciences M&A transactions—as well as licensing and collaboration agreements. In this Delaware Law Alert, produced by Mayer Brown’s M&A team, Reb Wheeler examines these recent opinions and the implications for Life Sciences M&A transactions. Read the full article: https://lnkd.in/gVD8xgN3 #MergersAndAcquisitions #DelawareLaw

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