Companies A and B entered into an agreement under which Company A would merge with Company B. The primary investor in Company B opposed the deal but lacked voting rights in the collegial body responsible for approving the merger. After the agreement was signed, the investor took measures to replace all members of the collegial body. Subsequently, Company B delayed the completion of the merger. The court ultimately ordered the merger to be completed. The Court found that reasonable best efforts provisions require each party to “take all reasonable steps to solve problems and consummate the transaction” and to take “appropriate actions to keep the deal on track,” including forthright discussions between the parties.
