Damages For Breach Of Merger Agreement

In other words, the harm owed to the non-injurable buyer included the “synergistic value” that the buyer expected to create (e.g. B through new management, cost savings, a combination of new assets with the existing platform, etc.). Based on expert testimony, the Tribunal accepted an assessment based on the cash flow forecasts provided by the buyer to its lenders. The court eventually awarded damages of approximately 10% above the agreed sale price. Since compensation schemes transfer liability from the buyer to the seller, the definition of “losses” in the contract of sale is essential. Many of Delaware`s most well-known cases focus on breach of the trust obligation, not infringement. The fact remains that Delaware companies are free to enter into binding contracts without a fiduciary form as long as there is no breach of the fiduciary duty when entering into the contract. To generate assets for investors, trustees must be able to bind the company to contracts. The argument that the management body of an undertaking whose priority creditors lobby for a sale procedure and which acts in good faith and with due diligence at all times cannot agree to complete an open sale process and then conclude a sales contract with the highest bidder containing a non-debauchable clause. Given the other recent cases in which the Delaware court was quite willing to both find a violation and award significant damages to expectations, the outcome “should not be considered because it was fair” in the typical transaction. . . .

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