Quinn Emanuel Secures $300 Million Merger Victory in Landmark Delaware Specific Performance Case

Quinn Emanuel secured a landmark trial victory for Desktop Metal, obtaining an order of specific performance requiring Nano Dimension to complete its $300 million acquisition despite an activist investor’s attempt to derail the deal. Chancellor McCormick described her opinion as “another victory for deal certainty,” and it had a profound impact for our client, with its stock price doubling on the ruling. Nano executed the merger agreement in July 2024, and an activist fund seized control of Nano’s board in December 2024, vowing to “suspend” the transaction. Time pressures were significant, with the merger set to expire March 2025 and Desktop facing cash shortages and potential bankruptcy, endangering both its critical 3D printing technology for missile defense and 700 employees.

The case advanced rapidly from complaint to trial, in just three months, because of what the Court called “Herculean” efforts by the Quinn team, including producing over 50,000 documents and taking and defending 22 depositions. The Court found “damning” evidence of Nano’s breach, spotlighting its 38-day silence after the activist-nominated directors captured the board, followed by “made-for-litigation” objections to an agreement it had accepted pre-takeover. Internal communications uncovered by Quinn Emanuel revealed directors explicitly discussing using regulatory approvals to derail the merger, with one writing: “We need to make sure the most important things are covered and resolved...1. Minimize the board. 2. Suspend Yoav and the deal.”

Following a two-day trial, the Court issued a 112-page opinion and ordered specific performance - Nano was directed to sign the required regulatory agreement within 48 hours and close the transaction. The Court also rejected all of Nano’s counterclaims and defenses, invoking the prevention doctrine to estop Nano from raising conditions not satisfied as a result of its own breaches. Nano did not appeal, and the $300 million merger closed on April 2, 2025. Quinn Emanuel’s victory in this expedited bet-the-company case demonstrates that Delaware courts will order specific performance of obligations under merger agreements even in the regulatory context. In her precedent-setting opinion, Chancellor McCormick reaffirmed bedrock principles of Delaware M&A law and applied them to regulatory approvals: stringent enforcement of “hell-or-high-water” covenants involving sensitive national security assets; application of the prevention doctrine to estop bad-faith regulatory delay; and confirmation that ordinary course compliance turns on parties’ holistic pre-closing conduct. By compelling Nano to honor its commitments, the Court of Chancery sent an unmistakable message that, in Delaware, a deal remains a deal. For companies and counsel navigating the M&A landscape, Chancellor McCormick’s opinion will undoubtedly be cited for years to come.