Date: February 27, 2019
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.