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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Scott Markowitz, Partner in the Bankruptcy & Corporate Restructuring Practice, was quoted in “'Texas Two-Step,' 3rd-Party Releases In Congress' Crosshairs,” an article in Law360 about new efforts by congress to bar involuntary third-party releases in bankruptcy plans, building upon the June 2024 SCOTUS decision that prohibited third-party releases in the Purdue Pharmaceuticals Chapter 11 plan. (subscription required) #tarterkrinskydrogin #tarterkrinsky #ScottMarkowitz #bankruptcylaw
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Come behind the scenes with partner Douglas Cogen, one of this year's Law360 Life Sciences MVPs, to understand how Fenwick’s M&A team carried some of this year’s historic life sciences deals into the end zone. Highlights include: ⭐ Alpine Immune Sciences, Inc. acquired by Vertex Pharmaceuticals for $4.9 billion ⭐ Shockwave Medical acquired by Johnson & Johnson for $13.1 billion Doug serves as lead lawyer on pivotal M&A transactions for his clients—but it’s really a team sport. Like a conductor or a coach, Doug assembles the best team to enable clients to reach their business goals and to let every person on the deal shine. Congrats, Doug, on being named MVP! Read more in his Law360 Q&A: https://lnkd.in/ef3zirBS #FenwickforLifeSciences #MergersAndAcquisitions #LegalAwards
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Following Donald Trump’s re-election, biopharma analysts see a "modest positive" impact for the industry, with expectations of a friendlier FTC approach to mergers and acquisitions. However, the possibility of Robert F. Kennedy, Jr., who has voiced antivaccine views, joining the healthcare administration raises concerns. While large-cap firms may experience some FDA-related uncertainties, small to mid-cap companies could benefit from a more M&A-friendly climate. Potential revisions to the Inflation Reduction Act could also bring changes in drug pricing policies. Read more on BioSpace: https://lnkd.in/geBq8xiv
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White & Case's global partner promotions have dropped for the fourth year in a row, with the firm announcing it had made up 37 of its lawyers across its international network. This figure of 37 comes after a series of bumper years. Last year, the firm promoted 42 lawyers, which itself was down from 2022 which saw 46 elevated and 2021′s bumper year, which saw a record-breaking 59 make the cut. A third of the new partners located in the Americas, but the EMEA region dominated the new crop with 22 promotions overall, and with the Paris office in particular seeing seven promotions alone. There are also two new partners in Asia-Pacific, both Singapore based. The promotions come into effect on January 1, 2025, and will add to the firm's total partner base, which currently numbers about 800. Full story from Habiba Cullen-Jafar: https://lnkd.in/gakCbFxR
White & Case Cuts Partner Promotions for Fourth Year in a Row
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There's still time to register! Join Cooley LLP partners Simon Amies, Tom Goodman, Frances Stocks Allen, and Courtney Thorne as they discuss what 2024 has in store for UK and European Union biopharma companies. Topics will include UK and European perspectives on trends in funding, M&A and pharma partnering, as well as covering the status of US capital markets, whether the initial public offering (IPO) markets will finally reopen, and venture capital trends in demand for UK and European companies. Register for webinar with the link below. #EU #LS #deals #IPO #capitalmarkets #UK #webinar
UK and EU Biopharma Outlook: What to Expect in 2024
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There is still time to register! Join Cooley LLP partners Simon Amies, Tom Goodman, Frances Stocks Allen, and Courtney Thorne as they discuss what 2024 has in store for UK and European Union biopharma companies. Topics will include UK and European perspectives on trends in funding, M&A and pharma partnering, as well as covering the status of US capital markets, whether the initial public offering (IPO) markets will finally reopen, and venture capital trends in demand for UK and European companies. Register for webinar with the link below. #EU #LS #deals #IPO #capitalmarkets #UK #webinar
UK and EU Biopharma Outlook: What to Expect in 2024
cooley.com
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An increasing number of law firms in the London market have been introducing non-equity partner tiers – most recently Cleary Gottlieb. So it’s interesting to see A&O Shearman buck the trend by adopting an all-equity partnership structure, albeit with a three-level modified lockstep. Under the new system, partners will be assigned to one of three rungs, called ‘entry’, ‘core’ and ‘super’, the latter of which is reserved for the firm’s best performers. This is a shift from the salaried partner tiers that both legacy firms (Allen & Overy and Shearman & Sterling) had pre-merger. Apparently this has gone down well internally, especially with junior partners. https://lnkd.in/eyjBFneh
A&O Shearman Adopts 3-Level Lockstep Pay Model Amid Shift to All-Equity Partnership
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"Under the new A&O Shearman system, the firm's 800 or so partners will be assigned to one of three rungs on a #modifiedlockstep, called 'entry', 'core' and 'super', the latter of which is reserved for the firm's best performers, or "#highflyers", as one of the sources put it. It comes after the firm adopted an #allequity #partnership (#lawfirm) model, a move which marks a shift away from the pre-merger partnership structures of both A&O and Shearman, whose partnerships featured a nonequity, or 'salaried partner', tier." #biglaw #lateralpartner AMLAW #MagicCircle
A&O Shearman Adopts 3-Level Lockstep Pay Model Amid Shift to All-Equity Partnership
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Cooley partners Simon Amies, Thomas Goodman, Frances Stocks Allen and Courtney Tallman Thorne recently got together to examine what they believe 2024 has in store for UK and European Union biopharma companies. Get their insights via an on-demand recording of the conversation with the link below. #biopharma #lifesciences #webinar #EU #UK #thoughtleadership
UK and EU Biopharma Outlook: What to Expect in 2024 // Cooley
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A&O Shearman, post merger, is bucking the recent trend of most of the other biglaw and globallaw firms. The firm is opting out of the two-tier partnership model and is moving toward an all-equity partnership model. There will no longer be non-equity partners at A&O Shearman. The new equity partnership model will have three lockstep stages: entry, current, and star. This will allow the firm to deal with and adjust to the needs of different partners at different stages of their careers. The lockstep within each stage will allow for greater collaboration amongst the partners in that stage and for management to appropriately compensate those who fall into the super partner category. #lockstepequitypartnership
A&O Shearman Adopts 3-Level Lockstep Pay Model Amid Shift to All-Equity Partnership
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