The Delaware Court of Chancery has ruled that an acquirer and target company’s joint efforts to obtain antitrust approval for a merger did not substitute for, or satisfy, the merger agreement’s requirement to send written...more
3/27/2019
/ Acquisitions ,
Antitrust Provisions ,
Approval Requirements ,
Breach of Contract ,
Contract Termination ,
Contract Terms ,
Covenant of Good Faith and Fair Dealing ,
Discovery ,
Due Dates ,
Duty to Warn ,
Electronic Communications ,
Email ,
Merger Agreements ,
Mergers ,
Notice Requirements ,
Reserve Judgment ,
Reverse Break-Up Fees ,
Strict Construction Rule ,
Text Messages ,
Time Extensions
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
10/11/2018
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Contract Termination ,
Contract Terms ,
Due Diligence ,
Food and Drug Administration (FDA) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Pharmaceutical Industry ,
Remedies ,
Representations and Warranties ,
Sellers