Huntsman v Hexion illustrates how difficult it will
be for private equity firms to withdraw from mergers without
paying the leaving price.
The decision denies Hexion Specialty Chemicals' argument
that a material adverse effect (MAE) allowed it to withdraw.
Had Hexion won, it would have been able to pull out of the
merger without paying a $325 million liability fee.
Contract negotiations came to the forefront of the Delaware
Chancery Court decision.
"It really emphasises a lot of the...