The New Frontier Of Agreements To Negotiate

Law360, New York (June 12, 2013, 3:21 PM EDT) -- Negotiating a term sheet, LOI, or other preliminary document can sometimes feel a bit like the Wild West: Local laws and unintended consequences can vary from town to town. Even a concept as seemingly straightforward as agreeing to negotiate in good faith can yield extremely different results depending on jurisdiction.

The Delaware Supreme Court’s recent decision in SIGA Technologies Inc. v. PharmAthene Inc. is a warning shot to investors and dealmakers that, unlike most other states in the U.S., Delaware will award expectation (i.e., “benefit-of-the-bargain”) damages...
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