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Buyers Breach of Contract Merger Agreements

Stikeman Elliott LLP

Choose Your Words Carefully: Three Recent Earnout Cases Under Delaware Law

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When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

White & Case LLP on

In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more

Fenwick & West LLP

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

Fenwick & West LLP on

On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more

Dechert LLP

Recent Delaware Case Makes First Finding of "Material Adverse Effect": Key Takeaways

Dechert LLP on

The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law...more

McNees Wallace & Nurick LLC

Smart Selling And Buying: 5 Main M&A Pitfalls to Avoid

Marcellus Shale drilling was taking off, and the owner of an oil and gas service company fielded a buyout offer from a Wall Street private equity firm. Golden opportunity, right?...more

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