Drafting and Negotiating Reverse Break-Up Fee and Specific Performance Provisions
A Practice Note providing strategies and drafting suggestions for reverse break-up fees and specific performance provisions in acquisition agreements. It outlines key drafting considerations to avoid internal inconsistencies across financing covenants, closing conditions, termination provisions, remedies clauses, and third-party beneficiary language, and highlights common remedy architectures, such as full specific performance, conditional specific performance tied to financing availability (typical in private equity debt-financed deals), and two-tier fee structures. The note also addresses the prerequisites for specific performance, the prevention doctrine, and the "Con Ed" lost-premium damages problem and its resolution through DGCL Section 261(a). Finally, it discusses no-recourse provisions and "Xerox" provisions that are designed to protect lenders.
Already a Practical Law customer? Sign in
Get access to this document with Practical Law
Why Practical Law?
Gain a built-in attorney network
Practical Law’s resources are written and maintained by over 650 dedicated, full-time attorney-editors globally. They’re highly qualified, having practiced at the world’s leading law firms, corporate law departments, and government agencies, so they understand the challenges you face. They dedicate themselves to creating resources to help you navigate the new legal realities, legislative changes, and practice areas impacting your clients or organization.
See how to leverage the expertise of Practical Law’s attorney-editors to help you practice more efficiently.
Expert guidance
650+ full-time, experienced attorney-editors keep you up to date globally
Total resources
118,000+ total resources across 17 practice areas ensure comprehensive coverage
Timely updates
150,000+ hours spent in 2025 maintaining and updating resources
.png){kind=logo}
