This blog covers a Delaware Court of Chancery case involving a $1 billion earnout dispute over FDA milestones in the acquisition of a surgical robotics startup. The post highlights key legal issues such as earnout provisions, commercially reasonable efforts obligations,…
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Delaware Court Awards Over $1 Billion in Earnout Dispute Over Surgical Robot Milestones
Posted in problems with earnouts Tagged with: and corporate fraud in M&A, Commercially reasonable efforts, competing products, Delaware Court of Chancery, earnout dispute, FDA approval, implied covenant of good faith, M&A litigation, Medical device acquisition, merger agreement, post-closing litigation, regulatory milestones, surgical robots, venture-backed startups
SELLERS OF MEDICAL DEVICE COMPANY FAIL TO RECEIVE EARNOUT CLAIM DUE TO BUYER’S COMMERCIAL EFFORTS
An Indiana federal court concludes that sellers’ allegations of twenty-one buyer post-closing actions and inactions did not diverge “from the level of efforts, expertise, and resources applied by” the buyer “in the ordinary and usual course of its business.” M&A…
Posted in problems with earnouts Tagged with: Buyer obligations in M&A deals, Buyer's commitment in acquisition, Commercial efforts in M&A, Discretion in commercialization, Earnout disputes, Earnout payments in M&A, Integration clause in purchase agreements, M&A litigation, Medical device acquisition, Post-closing actions in M&A
BUYER AWARDED $9.2 MILLION FOR SELLER’S HIDDEN PATENT LICENSE WITH COMPETITOR
There was apparently no public record of the seller’s license with its competitor. M&A Stories February 12, 2022 Introduction: In a significant legal case, a buyer was awarded $9.2 million after discovering that the seller of a medical device had…
Posted in Problems with intellectual property Tagged with: Competitor agreement, Damages award, Florida federal district court, Full disclosure in business deals, Intellectual property rights, M&A legal blog, Medical device acquisition, Patent infringement dispute, Patent license, Summary judgment motion
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- Selling shareholders problem with their board of directors
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- shareholder approval of deal
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- shareholder personal guaranty of target lease
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