Mayer Brown

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 Advisors LLC v. Johnson & Johnson, the court awarded nearly $1 billion in damages for breach of contract to the target company’s stockholders, while the court in Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc. will announce its damages determination in a separate opinion. The opinions highlight the perils associated with negotiating and interpreting diligence obligations of this kind—which are prevalent in life sciences M&A transactions—as well as licensing and collaboration agreements. In this Delaware Law Alert, produced by Mayer Brown’s M&A team, Reb Wheeler examines these recent opinions and the implications for Life Sciences M&A transactions. Read the full article: https://lnkd.in/gVD8xgN3 #MergersAndAcquisitions #DelawareLaw

In honor of International Day of Persons with Disabilities, we welcomed Oscar-nominated co-producer and co-director James LeBrecht and former Mayer Brown partner Carolyn Osolinik at Mayer Brown’s Palo Alto office for an inspiring discussion on the Disability Justice Movement. Partner Ward Johnson delivered the welcoming remarks, and the conversation was moderated by global chief knowledge officer Philip Bryce. Carolyn, who played a crucial role in the development, drafting and passage of the 1990 Americans with Disabilities Act, shared compelling stories from her career. Jim, who co-produced and co-directed the 2020 award winning documentary Crip Camp about a summer camp for disabled teens in the early 1970s, recounted the documentary making process. Our colleagues were invited to view the documentary before the program, which was also streamed virtually to other offices. #IDPD

✨ 𝗛𝗮𝗽𝗽𝘆 𝗛𝗼𝗹𝗶𝗱𝗮𝘆𝘀 𝗳𝗿𝗼𝗺 𝗠𝗮𝘆𝗲𝗿 𝗕𝗿𝗼𝘄𝗻! ✨ As we wrap up another successful year, we want to extend our heartfelt gratitude to our clients, partners, and team members around the world. Wishing you and your loved ones a joyous holiday season. We look forward to achieving new milestones together in 2025!

Our Internet Litigation team recently took a well-deserved break from the office to enjoy a hike in beautiful Palo Alto. The team, who has had an incredibly productive year, has represented major technology companies in several large-scale privacy putative class actions, obtained favorable settlements in a number of putative wiretapping class actions, and not to mention, hosted a successful webinar series focused on emerging internet litigation trends including pixel wiretapping, data web scraping and a terms of service refresher.   📸 Featuring partners Tony Weibell and Sophie Mancall-Bitel, and associates Sarah Hsu and Nina He.   #InternetLitigation #TechLaw #PrivacyLitigation #Wiretapping

A Mayer Brown team led by partner Pablo Ferrante and senior associate Federica M. Castro, advises Pluspetrol, S.A. on the acquisition of ExxonMobil Exploration Argentina S.R.L. from ExxonMobil Argentina Investments B.V. and QatarEnergy Argentina Holdings LLC. The team also included partner Harriet Hainsworth, senior associate Daniel Fahey and associate Hudson Peavy. Read more here: https://lnkd.in/eWEhtEVZ #MergersandAcquisitions #OilIndustry

The year is wrapping up, but our alumni are just getting started! Discover the exciting new roles of Lawrence Cunningham, Josh Gordon-Blake, Charles Hallab, Rebecca Ho and Kelyn Smith, from Chief Digital Officer at MoneyGram International to President & CEO of the US-Saudi Business Council, in our final Movers and Shakers article of the year: https://bit.ly/49tjxBh #MayerBrownAlumni #CareerGrowth

Mayer Brown has advised STAR Capital Partnership LLP (STAR) on STAR IV Fund’s investment in STR (Subsea Technology & Rentals), a leading global subsea sensor equipment and solutions provider to the offshore energy, infrastructure and marine science markets. This is the second transaction Mayer Brown has advised STAR on this calendar year, having also advised a consortium led by STAR on the acquisition of V.Group in June 2024. Read more here: https://lnkd.in/dCSbK89B #privateequity #investment #energy #infrastructure

𝐌𝐚𝐲𝐞𝐫 𝐁𝐫𝐨𝐰𝐧 𝐀𝐝𝐯𝐢𝐬𝐞𝐬 𝐨𝐧 𝐋𝐚𝐫𝐠𝐞𝐬𝐭-𝐄𝐯𝐞𝐫 𝐓𝐫𝐚𝐧𝐬𝐚𝐜𝐭𝐢𝐨𝐧 𝐟𝐨𝐫 𝐚 𝐉𝐚𝐩𝐚𝐧𝐞𝐬𝐞 𝐈𝐧𝐬𝐮𝐫𝐞𝐫 A multidisciplinary US and UK Mayer Brown team, led by David Alberts, Joe Castelluccio and Camila Panama, is advising Nippon Life Insurance Company on its acquisition of Resolution Life. Nippon Life is one of the largest Japanese life insurance companies in the Asia-Pacific region and globally. The transaction values Resolution Life at approximately $10.6 billion and is subject to regulatory approval and other customary closing conditions. The transaction is anticipated to close in the second half of 2025. Read more: https://lnkd.in/gU6Ku5Y3

📣Are you a new professional in the fund finance market? Begin the new year—and your career—on the right foot with practical advice from the Mayer Brown Fund Finance team. Fund finance is a complex and fast-paced practice. Taking the time to understand the practice, build your knowledge base and grow your relationships will help you set a strong foundation for years to come. Access our suggestions here: https://lnkd.in/eZhP_hvR #FundFinance #PrivateEquity

🚄 In a team led by partners David Narefsky, George Miller, and David Bakst, Mayer Brown advised Morgan Stanley on a groundbreaking transaction that refinanced debt originally incurred to support design, development, and construction of Brightline Florida, a high-speed passenger rail system connecting major population centers in the State. We’re proud to share that this transaction has won several awards across different publications, including: 🏆 The Bond Buyer’s “Deal of the Year” and “Deal of the Year” in the Innovative Financing category 🏆 Smith's Research & Gradings “All-Star Deal of the Year” 🏆 2024 P3 Bulletin’s Annual Awards “Best Transportation Project” 🏆 Law360’s 2023 'Transportation Group of the Year' Read more about this transaction and the awards here: https://lnkd.in/diriGaMN #Transportation #ProjectFinance #DealoftheYear