2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more
1/13/2020
/ Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Food and Drug Administration (FDA) ,
Fraud ,
Internal Investigations ,
Material Adverse Change Clauses (MACs) ,
Material Adverse Effects ,
Materiality ,
Merger Agreements ,
Mergers ,
Pre-Market Notification ,
Representations and Warranties
In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger...more
10/15/2018
/ Acquisitions ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Food and Drug Administration (FDA) ,
Material Adverse Change Clauses (MACs) ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Pharmaceutical Industry ,
Target Company