FCA Implications for M&A Transactions
Quality Of Earnings: Making The Most Of M&A Transactions
Cyberside Chats: New Year Resolution - No More M&A Until We Understand the Cyber Risk First
Krista Muszak and Louis Perold on M&A Due Diligence in Emerging Markets
Strategic Growth Paths of Top Small Business Government Contractors
Understanding SPAC Transactions: What it Takes to Be “SPAC Ready"
A CFIUS Roundup: Polaris Financial
The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
The Israel Competition Authority’s Director General recently announced that, subject to a hearing, she intends to rule that Strauss and Wyler Farm violated the Economic Competition Law and implemented a merger that could harm...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
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
In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more
It is a basic precept of the tax law that the substance of a transaction, rather than its form, should determine its tax consequences when the form of the transaction does not coincide with its economic reality. This...more