In Akorn, Inc. v. Fresenius Kabi AG, C.A., No. 2018-0300-JTL Del. Ch. October 1, 2018, the Delaware Court of Chancery determined that the buyer (Fresenius) had validly terminated a merger agreement because (i) the seller’s (Akorn) representations regarding its compliance with regulatory requirements were not true and correct, and the magnitude of the inaccuracies would reasonably be expected to result in a “material adverse effect” (MAE); (ii) the seller materially breached its obligation to continue operating in the ordinary course of business between signing and closing; and (iii) the seller had suffered an MAE constituting a sudden and long-term drop in the seller’s business performance.