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Acquirer Beware: “Material Adverse Effects” in Merger Contracts and How Shifting Reimbursement Rates Impact the Healthcare Sector

On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause...more

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