Looking back at 2023 mergers and acquisitions (M&A) activity, antitrust-related breakup fees continued to be an important tool in allocating antitrust risk between deal parties. These typically take the form of a “reverse”...more
The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more
3/16/2020
/ Acquisitions ,
Complex Corporate Transactions ,
Contract Negotiations ,
Contract Terms ,
Coronavirus/COVID-19 ,
Corporate Financing ,
Corporate Governance ,
Due Diligence ,
Material Adverse Change Clauses (MACs) ,
Mergers ,
State of Emergency ,
Strategic Planning ,
Target Company
In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more
12/24/2019
/ Acquisitions ,
Breach of Contract ,
Contract Termination ,
Due Diligence ,
Food and Drug Administration (FDA) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Pharmaceutical Industry ,
Popular ,
Remedies
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
10/25/2018
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Confidentiality Agreements ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Food and Drug Administration (FDA) ,
Hell or High Water Clauses ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Ordinary Course of Business Defense ,
Pharmaceutical Industry ,
Representations and Warranties ,
Sandbagging ,
Sellers