News & Analysis as of

Breach of Contract › Contract Termination › Contract Negotiations

Sands Anderson PC

The Contract Isn’t Signed! What Now?

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If you are involved in a dispute concerning a written, but unsigned, commercial or business contract, do not assume that the lack of signatures makes the agreement unenforceable....more

Troutman Pepper Locke

[Webinar] Locke Lord’s High Noon Knowledge Series Webinar – Commercial Contract Pitfalls - June 4th, 12:00 pm - 1:00 pm CT

Troutman Pepper Locke on

Agenda: - Common issues in transactional contracts that open up opportunities for litigation - How aggressive companies are taking deal money back...more

Vinson & Elkins LLP

[Webinar] Navigating Heightened Contractual Risk in an Economic Downturn - May 28th, 12:00 pm - 1:00 pm CT

Vinson & Elkins LLP on

We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more

McDermott Will & Emery

[Webinar] Entering, Performing and Avoiding Contracts During a Pandemic Like COVID-19 - April 13th, 12:00 pm - 1:00 pm EDT

McDermott Will & Emery on

Organizations of all sizes are entering, performing and sometimes seeking to avoid contract obligations in connection with the COVID-19 pandemic. This webinar will provide an overview of the potential impact that COVID-19 has...more

Kramer Levin Naftalis & Frankel LLP

Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’

Kramer Levin Naftalis & Frankel LLP on

A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did...

Cadwalader, Wickersham & Taft LLP on

The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Affirms Akorn

Skadden, Arps, Slate, Meagher & Flom LLP on

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

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

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On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more

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