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  • Fortis Advisors LLC v. Medtronic Minimed, Inc.

    Publication Date: 2024-08-13
    Practice Area: Mergers and Acquisitions
    Industry: Health Care | Investments and Investment Advisory | Manufacturing | Software
    Court: Court of Chancery
    Judge: Chancellor Adams
    Attorneys: For plaintiff: Ronald S. Gellert, Gellert Seitz Busenkell & Brown, LLC, Wilmington, DE; Derek J. Meyer, Prospect Law LLP, Los Angelos, CA for plaintiff.
    for defendant: Jacqueline A. Rogers, Potter Anderson & Corroon LLP, Wilmington, DE; Victor L. Hou, Cleary Gottlieb Steen & Hamilton LLP, New York, NY; Nowell D. Bamberger, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC for defendant.
    Case Number: 2023-1055-MAA

    Court declined to find a breach of merger agreement where seller agreed to impose no specific contractual duties upon the buyer to achieve the milestone for a contingent payment, as the buyer had discretion to exercise business judgment provided its primary purpose was not to defeat the milestone payment.