Hotel Group Seller's COVID-19 Response Breaches 'Ordinary Course' Covenant, Excusing Buyer's Performance

David J. Margules has more than 35 years of experience litigating a broad range of complex cases. Over the course of his career, he has earned the reputation as one of the top trial counsel in Delaware. A former newspaper reporter, David has been praised for the quality of his written work. Most of his practice involves business disputes, including fiduciary duty claims, corporate valuation proceedings, corporate and partnership control fights, and insurance coverage defense. Other significant engagements include representing the Delaware State Board of Education in school desegregation litigation; the Delaware Department of Finance in litigation challenging the constitutionality of the state's escheat system; and the Delaware Bar Association in a challenge to a program designed to enhance the recruitment of minority lawyers. David also frequently counsels boards of directors, business entity management, and startup entrepreneurs. His stature also is reflected in various appointments, certifications, and other engagements. He twice served as an expert witness on issues of Delaware appraisal law and practice in actions in the Grand Court of the Cayman Islands, Financial Services Division. He was selected by the Delaware Court of Chancery to serve as a Special Master on discovery issues in the matter TR Investors, et al. v. Genger, and by the U.S. Bankruptcy Court to serve as special counsel to a bankruptcy trustee to investigate and prosecute allegations of fiduciary duty breaches by former officers and directors of the debtor. From 1996 through 1998, David served as a member of Delaware's Judicial Nominating Committee, an 11-member body that nominates for the Governor's action candidates for judicial appointments. He also has been appointed by the Delaware Court on the Judiciary to serve as a member of its Preliminary Investigatory Committee, which investigates and makes recommendations regarding complaints against judicial officers. Recently, he was appointed by the Delaware Supreme Court to a second term on its Permanent Committee on the Supreme Court Rules. David has been an adjunct professor at the University of Pennsylvania Carey Law School, where he taught courses on mergers and acquisitions, and he frequently lectures on corporate law at Vanderbilt Law School. He has been trained by the AAA as a mediator and is certified as a mediator by the Delaware Superior Court.

Elizabeth A. Sloan is a partner in the Litigation Department and an experienced Chancery Court litigator. Her practice involves advising clients on all aspects of Delaware General Corporation Law, and the governance of Delaware business entities. She also regularly litigates issues related to breach of fiduciary duty claims, shareholder and corporate governance disputes, valuation and appraisal law, and other corporate and commercial litigation issues. Liz's clients include corporations, directors, officers, members, partners, investors and stockholders. While her practice is primarily focused in the Chancery Court, she also represents clients in other state and federal courts. On several occasions, she has argued important issues before the Supreme Court of Delaware. Liz has experience directing all phases of litigation, including the taking and defending of scores of depositions of senior executives and directors of Fortune 100 companies, as well as experts and managers of multi-billion-dollar hedge funds; handling e-discovery matters; and conducting direct and cross examination of witnesses. Her clients span the chemical, technology, e-commerce, intellectual property, and consumer financial services industries. In addition to her work on corporate and commercial matters, she has experience handling cybersecurity matters. Before entering private practice, Liz clerked for the Hon. Fred Silverman of the Superior Court of Delaware.

Brian D. Doerner is a Practice Co-Leader of the Mergers and Acquisitions Group. Brian also is the former Chair of the Business and Transactions Department, and he served for six months as the interim general counsel for a NYSE-listed multinational company. Brian has extensive experience representing both public and private companies in mergers and acquisitions, restructurings, cross-border transactions, and corporate governance matters. He has negotiated numerous strategic alliances and licensing agreements for life sciences, technology, manufacturing, and other companies. In the area of securities law, Brian has handled numerous private placements, private equity transactions, tender offers, initial public offerings, follow-on offerings, and 144A transactions. After receiving his M.B.A. and before attending law school, Brian worked at IBM. Experience Representative Matters Represented DuPont in the negotiation and preparation of more than 200 product manufacturing and services agreements in connection with the separation of DuPont into three separate publicly traded companies Represented a global biopharmaceutical company in a $500 million international acquisition Represented a communications equipment manufacturer in its sale for approximately $750 million Represented DuPont in the sale of DuPont Diagnostics, its global food safety diagnostics business, to Hygiena, a Warburg Pincus portfolio company Represented a large financial services company in the sale of a subsidiary valued at approximately $500 million Represented a global pharmaceutical company in a license and supply agreement valued at over $4 billion Represented a multinational supplier of aerospace and defense systems, components, and structures in the sale of its Fabrication business Represented a Nasdaq manufacturing company in the acquisition from a Dutch multinational of a division with operations in 12 countries

Maggie Tatton is a Practice Co-Leader of Ballard Spahr’s Mergers and Acquisitions Group. She focuses her practice on representing private and public companies and private equity funds in mergers, acquisitions, sales and other strategic business transactions, including joint ventures, minority investments, roll-ups and carve-out transactions. Maggie efficiently manages all aspects of a transaction with a practical, solutions-oriented approach. She has experience closing transactions in a wide array of industries, including personal services, manufacturing, food distribution, personal products, specialty retail, and engineering. She also represents management teams making minority investments alongside institutional investors, and she provides assistance to startup entrepreneurs and rapidly growing companies in the areas of entity formation, general corporate services, and fundraising. In February 2015, Maggie summited Mount Kilimanjaro, and in July 21, 2018, she summited Mount Rainier.

April Hamlin practices corporate and securities law and provides general representation of both publicly and privately held companies. She is a Co-Leader of the firm’s Environmental, Social, and Governance (ESG) Team and Agribusiness Team. April provides securities counsel to public companies in every area of need, including '34 Act reporting and compliance, offering, M&A and strategic partnership activity, risk assessment and mitigation, equity and incentive compensation programs, stock exchange compliance, investor relations and shareholder communications, insider trading compliance, internal and disclosure controls, committee function and board best practices, and deregistration and delisting. For privately held companies, April provides general legal representation, typically in the areas of entity selection, formation, shareholder/member agreements, and debt and equity financings. She represents clients in various industries such as life sciences and medical device, software and SaaS, consumer products, telecommunications, retail, renewable energy, hospitality, agribusiness and agtech, and manufacturing. April is also a member of the firm's Diversity, Equity, and Inclusion Council.