Case Study: Coughlan V. NXP

Law360, New York (December 16, 2011, 12:08 PM EST) -- In Coughlan v. NXP B.V.,[1] the Delaware Court of Chancery recently applied the step transaction doctrine in determining that a series of actions related to the formation of a joint venture "were part and parcel of the same transaction," thereby triggering provisions of a merger agreement requiring the acceleration of certain post-closing contingent payments.[2]

However, because the joint venture assumed performance obligations of one of the parties related to the contingent payments — although not the specific obligation to make the contingent payments if earned —...
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