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Making “Material Adverse Change” Mean What You Choose It to Mean — Neither More nor Less
Robert E. Burwell, Scott C. Ford; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
April 16, 2014
, previously published on April 9, 2014
A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend Ventures, LLC, the court found that the seller’s failure to meet...
When a Non-binding Term Sheet Becomes Binding
Robert E. Burwell; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
July 10, 2013
, previously published on July 8, 2013
Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding. At least so says the Delaware Supreme Court. In SIGA Technologies v. PharmAthene, Inc., No. 314, 2012 2013...
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