The Labor Law Insider - Collective Bargaining: Ins and Outs, Nuts and Bolts, Part I
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
The SaaS Tacks – The Ins and Outs of Negotiating SaaS Contracts
DE Under 3: FAR Council Issued Final Rule Requiring Unionized Workforces on Large Federal Construction Projects
Termination for Convenience How to Prepare Your Settlement Proposal
Additional Compensation from the Government: A Brief Comparison of REAs and Claims
Sign on the Dotted Line: Negotiating an Effective Employment Agreement
Insurance Renewals: Know When to Hold ‘ Em, Know When to Walk Away
Healthcare Employment Contracts: Important Considerations Before Signing on the Dotted Line
Legal Steps For Dentists to Follow When Buying or Selling a Practice
Top 20 Negotiation Tips: #8 and #9
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Top 20 Negotiation Tips: 6 and 7
Strategic Restructuring for the Future - Think Before You Sign: Five Key Insights for VBID and Managed Care Contracts
10 Minutes for Small Firms and Nonprofits to Better Manage Contracts
Financial Planning and Contract Negotiation for Female Physicians
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
COVID-19 Commercial Leasing Trends (Part One)
Monthly Minute | Due Diligence Considerations Related to COVID-19
Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more
A material adverse change (MAC) is a common term in merger and acquisition agreements. The term describes a change or event that, if realized, could have a material negative impact on the parties to the transaction (mainly on...more
In this episode of HUB Talks Presents, Corporate partner David Edgar discusses the ins and outs of mergers and acquisitions (M&A) law with well-known industry leader, Jim Freund. The two look back at Jim’s journey as an M&A...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more
If you’ve ever been involved in negotiating a contract, whether for the provision of services or a $200 million energy transaction, you’ve likely seen a merger clause. They are typically universal in their use and, while the...more
Last month’s Fortis Advisors LLC v. Johnson & Johnson decision by the Delaware Court of Chancery makes clear that extracontractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through...more
A recent decision by the Delaware Court of Chancery makes clear that extra-contractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through other contractual mechanisms, such as exclusive...more
The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more
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
From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more
Acquisition agreements customarily address risk associated with significant downward changes to the target’s business prior to closing through a variety of provisions, including through the use of the “material adverse...more
In 2017, Mid-America Apartment Communities Executive Vice President and General Counsel Rob Del Priore was tasked with leading the post-merger integration of his company and Post Properties, Inc. The merger made Memphis-based...more
Join Partners Anne Domozick and Forbes Thompson to gain insights on the lessons learned when negotiating deals in special situations, and the solutions you can invoke should you find yourself in the same boat. Anne and Forbes...more
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
Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more
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
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
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
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
Summary: - A perfect storm of facts in Akorn, Inc. v. Fresenius Kabi AG et al. allowed the Delaware Chancery Court to conclude that Fresenius could properly terminate its obligations to acquire Akorn without liability,...more
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
A Delaware Chancery Court has allowed a buyer to cancel a deal based on a material adverse effect. The decision is believed to be the first of its kind in Delaware. In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court...more
Purchasers of businesses often want an "escape hatch" prior to closing if the target business suffers a "material adverse change" (or a "material adverse effect"). Historically, based on court decisions primarily out of the...more
In a first-of-its-kind ruling, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled post-trial that Fresenius SE & Co. KGaA (“Fresenius”) properly terminated its $4.3 billion agreement to acquire Akorn,...more