'Hexion v. Huntsman': Delaware Court Reiterates High Bar To Finding An MAE; Provides Guidance On Requirements Of 'Reasonable Best Efforts'

Extract

---

'Hexion v. Huntsman': Delaware Court Reiterates High Bar To Finding An MAE; Provides Guidance On Requirements Of 'Reasonable Best Efforts'

On September 29, the Delaware Court of Chancery issued its

opinion in the dispute between Hexion Specialty Chemicals and

Huntsman over their $10.6 billion merger agreement. In sum, the

court found that:

despite a downturn in the business of Huntsman, no material

adverse effect (MAE) had occurred, and

Hexion had breached its obligations to use reasonable best

efforts to facilitate the merger and, because at least some of

these breaches were "knowing and intentional," could be

liable for damages in excess of a $325 million cap that might

otherwise apply.

Accordingly, ...

See the full content of this document

---