More Tips for Milestone Disputes
- July 18, 2025
- Yehudah Buchweitz , Weil Gotshal & Manges LLP
- Sarah Ryu , Weil Gotshal & Manges LLP
The Lesh v. ev3 Inc. case in 2014 illustrated the significant risks associated with agreeing (but failing) to achieve certain performance milestones pursuant to a merger agreement. There, defendant ev3 was obligated to fund and pursue regulatory milestones in its “sole discretion, to be exercised in good faith.” At trial, the jury found that ev3 had breached this obligation and awarded $175 million. Although the Delaware Supreme Court ultimately reversed and remanded for a new trial due to an evidentiary issue, and the case settled thereafter, the initial jury verdict was a wake-up call for companies with similar milestone obligations.
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