GIACT and Hudson Cook Break Down NACHA’s New Account Validation Rule
In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more
Commercially reasonable efforts (CRE) provisions are a common feature in technology and life sciences agreements, particularly in development collaborations, licensing deals, and milestone-based contracts. ...more
In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more
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...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more
On April 30, 2024, in Himawan, et al. v. Cephalon, Inc., et al., the Delaware Court of Chancery held that the defendant acquiror complied with its contractual obligations to use commercially reasonable efforts to achieve...more
In a recent case, U.S. District Judge Edgardo Ramos ruled that a foreclosure sale governed by Article 9 of the New York Uniform Commercial Code (UCC) was “commercially reasonable” when viewed as a whole, denying claims made...more
The Seventh Circuit Court of Appeals affirmed an Indiana court's order dismissing a claim by inventor Thomas Russell that his exclusive distributor, Zimmer, Inc., failed to use commercially reasonable efforts to sell...more
FEATURED ARTICLE - Efforts clauses are common in commercial agreements, including those involving real estate. Where one or both parties cannot guarantee a particular outcome, efforts clauses attempt to qualify obligations....more
Efforts clauses - Efforts clauses are common in commercial agreements, including those involving real estate. Where one or both parties cannot guarantee a particular outcome, efforts clauses attempt to qualify...more
The recent case of ABT Auto Investments Ltd v Aapico Investment Pte Limited and others [2022] EWHC 2839 (Comm) explores a lender’s rights to enforce share security by appropriating shares secured in its favour. The statutory...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
Pharmaceutical drug development is expensive. One recent study estimates that the median cost to develop a new drug is $985 million, while the average is $1.3 billion. And those figures appear to be on the low end of a broad...more
Businesses using ACH will soon have to comply with a new rule, the WEB Debit Account Validation Rule, related to account validation. The effort – meant to help combat fraud and protect users – has also been a source of...more
Click the link below for our complete analysis of recent updates to the Stark Law and Anti-Kickback Statute and their impact on health care providers. ...more
Following a dramatic pause starting last spring, the hotel purchase and sale market has begun to show signs of a rebound. A significant challenge to these sales, however, is the remaining uncertainty around the COVID-19...more
CMS made impactful changes to the Federal physician self-referral law’s (i.e., Stark Law’s) regulations in its Final Rule that were effective January 19, 2021 (with the exception of the changes to 42 C.F.R. § 411.352(i) that...more
The COVID-19 pandemic has brought with it a host of novel legal issues, and just as nature abhors a vacuum, the legal profession abhors a lack of precedent. A case in point relates to mezzanine loan foreclosure sales under...more
The Final Rule of the Stark Law revises the definitions of Fair Market Value and includes a definition of General Market Value to better align with actual practices without unduly restricting innovative relationships between...more
In times of uncertainty and disruption, setting expectations for performance with business partners and contractual counterparties can be more complicated than ever. Companies that develop drugs, biologics and medical devices...more
A recent New York State Supreme Court judge has answered the question of whether Governor Andrew Cuomo’s Executive Order 202.8 precluding mortgage foreclosures for ninety (90) days, applies to Uniform Commercial Code (“UCC”)...more
Yesterday, in a turn of events that struck a hopeful chord for mezzanine lenders, New York County Supreme Court Judge Frank P. Nervo vacated his April 30, 2020 order which temporarily halted the sale of mezzanine loan...more
On April 30, 2020, Judge Frank P. Nervo of the New York State Supreme Court, New York County, granted a temporary restraining order preventing a public sale of collateral securing a junior mezzanine loan, issuing an order...more
On April 30, the Federal Reserve announced substantial changes to the initial terms of its Main Street Lending Program originally released on April 9, 2020: After receiving over 2,200 comment letters and consulting with...more