Jeff Wall, Judd Littleton, Dustin Guzior and Matt Hurd discussed their major win for Bayer AG with the Delaware Business Court Insider following the Delaware Supreme Court’s ruling in favor of the long-time client.
On November 16, the en banc Delaware Supreme Court unanimously affirmed the Delaware Court of Chancery’s decision dismissing Merck & Co.’s lawsuit that sought to shift massive liability for consumer talc products claims to Bayer, cementing a total victory for Bayer. “What the Chancery court and now the Supreme Court resolved as a matter of law is that … it’s hugely consequential what you put in retained and assumed liabilities, because that is different from time-limited indemnification, which had not previously been addressed by the Chancery or Delaware Supreme Court,” said Dustin.
Judd, who worked on Bayer’s appeal, noted how S&C’s generalist approach allowed for cross-department collaboration, which resulted in a win nearly 10 years after Bayer’s acquisition of talc products from Merck. “The essence of that is that we can handle all sorts of big problems for all sorts of big clients, rather than being very narrowly focused on narrow subject matter expertise,” Judd said. “When we get this big dispute going to the Delaware Supreme Court, we’re able to discuss it together.”
The contract dispute dated back to when Bayer acquired certain consumer product lines from Merck in 2014. Matt, who served as lead M&A lawyer on that deal, worked closely with the litigation team. Jeff led the appellate team and gave the oral argument, and Dustin argued the case in Delaware Chancery Court.
Read: “Sullivan & Cromwell: Cross-Department Collaboration Key in Bayer's Appellate Win Over Merck”.