Tiffany & Co. is suing to force LVMH to go through with its $16 billion acquisition, while LVMH said Thursday it would sue Tiffany to get out of what is the latest broken deal to wind up in court.
The acrimony between the companies escalated after the French luxury giant moved to back out of its purchase of the iconic jeweler. Bloomberg News reported that LVMH chief Bernard Arnault, France's richest man, asked for help from the French government in an effort to pull out of the transaction.
At least eight major cases including Tiffany’s are pending in Delaware Chancery Court, the premier venue for U.S. business litigation. The coronavirus pandemic has added to the list of what can go wrong in a transaction, leaving jilted partners such as Tiffany with nothing to lose by suing. These disputes typically focus on what conditions would allow a buyer to exit a deal — many of the current litigants are saying the pandemic qualifies.
Lawsuits in the Delaware court encompassed about $30 billion in failed deals, with Tiffany and LVMH being the largest this year.
Overall, deals for U.S. companies totaling $94 billion have been terminated this year, according to data compiled by Bloomberg.
Disputes involving those failed deals have also landed in other courts. In Michigan, Simon Property Group and Taubman Centers are suing each other after Simon walked away from its $3.6 billion takeover.
It’s only in rare cases where the courts have forced a company to go forward with a deal. One of the few was in 2001, when then-Chancery Court Judge Leo Strine Jr. ruled that IBP hadn’t concealed financial information and that Tyson Foods had to complete its $4.7 billion acquisition at the agreed-upon price.
In another case, a chancery judge in 2017 barred Cigna from scuttling its $48 billion merger with Anthem, though the U.S. Justice Department later blocked that deal on antitrust grounds and the two sides returned to the Delaware court to fight over termination fees.
Even if they don't win, plaintiffs in such cases can pick up some leverage in negotiating a settlement or a better outcome. Some analysts and investors are holding out hope Tiffany can reach a new deal with LVMH, for example.
In a case that could bear on Tiffany's claims, a court allowed generic drugmaker Fresenius in 2018 to ditch its $4.3 billion acquisition of U.S. rival Akorn. The case was the first in which a Delaware judge clearly found that a deterioration in business qualified as a so-called material adverse event. That deterioration was tied to an attempt by Akorn to cover up operational problems in hopes of ramming the deal through.
That type of legal claim — now typically citing the effects of the pandemic — is central to many of this year's busted-merger cases.
Here are some of the broken-deal cases currently pending in Delaware Chancery Court:
Here are some examples of cases that settled or ended: