CEI and NU were planning a multibillion-dollar merger. Among the terms and conditions of the underlying merger agreement, CEI agreed to purchase all of NU's outstanding shares for $3.6 billion--$1.2 billion over the prevailing market price. Shortly before the scheduled closing, CEI declared that NU had suffered a material adverse change that "dramatically lowered" NU's valuation, and CEI declined to proceed with the merger unless NU would agree to a lower share price. NU rejected the share price reduction, treated CEI's demand as an anticipatory repudiation and breach of the agreement, and declared that the merger was "effectively terminated." Both parties brought suit. The district court ruled that NU could sue on behalf of its shareholders for the $1.2 billion. The court reasoned that the merger agreement expressly designated NU's shareholders as intended third-party beneficiaries. Due to subsequent legal actions, both parties appealed. The appellate court then decided the issue of whether any NU shareholders were intended third-party beneficiaries. If you were on the court, how would you have ruled? Why?
Answer to relevant QuestionsSpouses Kenneth and Betty Herman hired an attorney, Byrd, to create an amendable trust on their behalf. The Hermans intended the trust to include that after the death of one spouse, the surviving spouse would have control of ...The Laths were the owners of a farm that they wanted to sell. Mrs. Mitchell considered purchasing the land but found that an ice house located across the road was objectionable. Mitchell argued that the Laths orally agreed ...Andrew Finch, a stockbroker at Morgan Stanley Dean Witter & Co., assumed that his role in making Morgan Stanley the lead underwriter on the initial public offering (IPO) of Webmethods stock would allow him to allocate 75,000 ...The defendant contracted with the plaintiff to design, maintain, and develop software and to host the defendant's web page. After a falling out, the defendant moved its web page to another site and refused to honor its ...Explain what the good-faith and commercial reasonableness obligations are.
Post your question