Material adverse change

Tiffany Files Lawsuit Against LVMH To Enforce Merger Agreement

Retrieved on: 
Wednesday, September 9, 2020
Retail, Luxury, Department Stores, Fashion, Companies, Economy, Mergers and acquisitions, 8th arrondissement of Paris, CAC 40, LVMH, Societates Europaeae, Luxury brands, Tiffany (NJ) Inc. v. eBay Inc., Competition law, Material adverse change, Tiffany & Co.

The lawsuit relates to the November 24, 2019 Merger Agreement between Tiffany and LVMH providing for the acquisition of Tiffany by LVMH and seeks, among other things, an order requiring LVMH to abide by its contractual obligation under the Merger Agreement to complete the transaction on the agreed terms.

Key Points: 
  • The lawsuit relates to the November 24, 2019 Merger Agreement between Tiffany and LVMH providing for the acquisition of Tiffany by LVMH and seeks, among other things, an order requiring LVMH to abide by its contractual obligation under the Merger Agreement to complete the transaction on the agreed terms.
  • Under the terms of the Merger Agreement, LVMH assumed all antitrust-clearance risk and all financial risk related to adverse industry trends or economic conditions.
  • In addition, LVMH has asserted there has been a Material Adverse Effect and a breach by Tiffany of the Merger Agreement, which LVMH suggested could give it the option to seek to terminate the Merger Agreement.
  • The Merger Agreement does not excuse LVMH from completing the merger merely because a government minister has requested that LVMH breach the Merger Agreement.

Forescout Commences Litigation Against Advent International

Advent International, Material adverse change, Advent, Delaware Court of Chancery, Law, Corporations, Units of time

SAN JOSE, Calif., May 20, 2020 (GLOBE NEWSWIRE) -- Forescout Technologies, Inc. (Nasdaq: FSCT), the leader in device visibility and control, filed a complaint with the Delaware Court of Chancery asserting that affiliates of Advent International Corporation (Advent) have violated the terms of their merger agreement with Forescout.

Key Points: 
  • SAN JOSE, Calif., May 20, 2020 (GLOBE NEWSWIRE) -- Forescout Technologies, Inc. (Nasdaq: FSCT), the leader in device visibility and control, filed a complaint with the Delaware Court of Chancery asserting that affiliates of Advent International Corporation (Advent) have violated the terms of their merger agreement with Forescout.
  • Forescout is asking the Court to compel Advent to honor its commitments and immediately complete the pending acquisition of Forescout.
  • On May 15, 2020, Advent notified Forescout that it would not consummate the acquisition on May 18, 2020, as scheduled.
  • Forescout believes that no material adverse effect has occurred, that all closing conditions are satisfied, and that Advent is obligated to close the transaction.