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Best Efforts – A California Perspective

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual “best efforts” requirements.  See What do “best efforts” and variants mean? A proposed set of definitions.  The springboard for Professor Bainbridge’s piece was the Delaware Supreme Court’s recent decision in Williams Cos. v. Energy Transfer Equity, L.P., 2017 Del. LEXIS 128 (Del.…

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Nevada’s Duty Of Care Standard Fails To Win Summary Judgment For Director

NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation.  This contrasts with Delaware case law which speaks of a triad of duties comprised of care, loyalty and good faith, with good faith standing a bit…

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Reasonable Efforts May Be A Promisor’s Best Efforts

Contracts often include clauses requiring the parties to exercise their “best efforts” but don’t say what exactly this means.  For example, a merger agreement may require parties to use their best efforts to secure all necessary regulatory approvals. Does a “best efforts” clause require a party to subordinate its interests to the other party or…

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