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Delaware’s first MAE Finding: Akorn Inc. v. Fresenius Kabi AG


Date: February 27, 2019

Time: 7:00AM

Location: Boston Bar Association

On October 1, 2018, the Delaware Court of Chancery issued a 246-page opinion in Akorn Inc. v. Fresenius Kabi AG, which was later affirmed by the Delaware Supreme Court.  This is believed to be the first Delaware opinion to ever uphold the termination of a merger agreement because of a material adverse change affecting the seller’s business. Other topics discussed in the opinion include whether Delaware is pro-sandbagging and what “commercially reasonable efforts” and “reasonable best efforts” actually mean.  Matthew Tikonoff and Breton Leone-Quick will lead a discussion on how this opinion will impact transactions and litigation going forward and provide some practice tips for transactional attorneys.


Matthew W. Tikonoff is a Mintz Member who represents public and private companies and investors in a range of transactional and corporate matters, with a focus on mergers and acquisitions, capital markets transactions, securities law compliance and general corporate representation.
Breton Leone-Quick is an attorney who advises Mintz clients in the financial services industry in litigation matters and regulatory investigations. He leverages his understanding of federal securities laws and Delaware corporate laws to navigate complex crises and disputes.