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
12/22/2018
/ Acquisitions ,
Best Efforts Clauses ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
DE Supreme Court ,
Hell or High Water Clauses ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Reaffirmation ,
Remedies ,
Representations and Warranties ,
Sellers
Akorn Found -
In Vice Chancellor J. Travis Laster’s recent opinion in Akorn, Inc. v. Fresenius Kabi AG, he discusses (on pages 212-216) the general subject of “efforts” clauses in contracts governed by Delaware law. The...more
11/2/2018
/ Acquisitions ,
Appeals ,
Burden of Proof ,
Commercially Reasonable Efforts ,
Contract Terms ,
Delaware General Corporation Law ,
Merger Agreements ,
Mergers ,
Reasonable Efforts Clauses ,
Standard of Proof ,
Standard of Review