By Peter Bariso
Special Counsel | Corporate
By Olivia Maraj
Law Clerk | Corporate
A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the Court considered whether a buyer breached its obligations by not diligently pursuing regulatory approvals. The case not only demonstrates the strength of a “reasonable best efforts” standard but also highlights the Court’s willingness to enforce “hell-or-high-water provisions” when it has concerns that a buyer is stalling to avoid a closing.
