Tips For Drafting M&A Agreements After Akorn

By Gail Weinstein, Steven Epstein, Matthew Soran and Andrew Colosimo (October 31, 2018, 1:26 PM EDT) -- It has been widely reported that the Delaware Court of Chancery's decision in Akorn v. Fresenius on Oct. 1, 2018, is significant in that the court, for the first time ever, found that a target company had suffered a "material adverse effect" (also known as a material adverse change, or MAC) between the signing and closing of a merger agreement, which entitled the acquirer to terminate the agreement. The 246-page opinion by Vice Chancellor J. Travis Laster is also significant, however, in serving essentially as a primer on how the court may interpret numerous standard provisions in merger agreements and in corporate contracts generally....

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