Delaware Supreme Court Affirms Akorn MAE Clause Decision


In our October 4, 2018 memorandum, we discussed the first Delaware post-trial opinion finding a Material Adverse Effect (“MAE”) on a merger target’s business. Earlier today, the Delaware Supreme Court affirmed Vice Chancellor Laster’s 246-page post-trial opinion from this October in Akorn, Inc. v. Fresenius Kabi AG et al., C.A. No. 2018-0300-JTL (Del. 2018) (Order), finding that “factual record adequately supports” the existence of an MAE based on the trial court’s “application of precedent”

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