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SASB issues sustainability accounting standards for 77 industries
  • Cooley LLP
  • USA
  • November 13 2018

Way back in 2016, the SEC issued a Concept Release requesting comment on an enormous variety of potential changes to Reg S-K, including sustainability

Delaware Chancery Court finds material adverse effect in groundbreaking opinion
  • Reed Smith LLP
  • USA
  • October 24 2018

The Delaware Court of Chancery ruled in an October 1, 2018, post-trial opinion that a buyer could terminate the parties’ merger agreement due to a

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect
  • Fenwick & West LLP
  • USA
  • October 24 2018

On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect or MAE had

Insights: Publications DE Chancery Court Finds Material Adverse Effect Allowed Fresenius to Terminate Merger Agreement with Akorn
  • Kilpatrick Townsend & Stockton LLP
  • USA
  • October 22 2018

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

A Delaware First: Chancery Court Upholds Termination of Merger Based on MAE
  • Cozen O'Connor
  • USA
  • October 10 2018

On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery held for the first time that a buyer had validly terminated a

Delaware Court Finds “Material Adverse Effect” Allows Buyer to Terminate Merger Agreement
  • Mintz
  • USA
  • October 3 2018

In a 246-page opinion issued on October 1, 2018, the Delaware Court of Chancery ruled that German pharmaceutical company Fresenius Kabi AG validly

Delaware Court of Chancery Issues Unprecedented Material Adverse Effect Ruling
  • Pepper Hamilton LLP
  • USA
  • October 3 2018

In a first-of-its-kind post-trial opinion, the Court of Chancery ruled on October 1 in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that

Capitol Hill Healthcare Update
  • Baker & Hostetler LLP
  • USA
  • April 23 2018

Health & Human Services (HHS) Secretary Alex Azar is recovering at his home in Indianapolis following his second hospitalization in less than a week

Chancery Court dismisses breach of contract claim due to Plaintiff’s failure to proffer a reasonable construction of merger agreement provision
  • K&L Gates
  • USA
  • September 22 2017

In Fortis Advisors LLC v. Shire US Holdings, Inc., No. 12147-VCS (Del. Ch. Aug. 9, 2017), the plaintiff, Fortis Advisors LLC, which was acting as

When Speaking to Investors, Mix Facts with Predictions at Your Peril
  • Pillsbury
  • USA
  • September 8 2017

Ninth Circuit holds that statements of present fact made in the context of predictions about the future are not covered by the PSLRA's Safe Harbor