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2018 Year-End U.S. Legal & Regulatory Developments
  • Paul Weiss
  • USA, United Kingdom, European Union
  • January 14 2019

The following is our summary of significant U.S. legal and regulatory developments during 2018 of interest to Canadian companies and their advisors


Termination of M&A transactions based on MAC clauses
  • Beiten Burkhardt
  • USA
  • January 10 2019

On 1 October 2018, the Delaware Court of Chancery recognised a material adverse change (MAC) clause as a means to terminate a share purchase


Delaware Court Of Chancery Denies Motion To Dismiss Breach Of Contract Claim For Failure To Use “Commercially Reasonable Efforts” To Obtain Regulatory Approval For Pharmaceuticals
  • Shearman & Sterling LLP
  • USA
  • January 8 2019

On December 28, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss a breach of contract claim brought by


Delaware Supreme Court Upholds Rare Ruling That Material Adverse Event Allowed Purchaser to Negate Merger
  • O'Melveny & Myers LLP
  • USA
  • December 20 2018

On December 7, 2018, the Delaware Supreme Court upheld Delaware Chancery Court Vice Chancellor Travis Laster’s rare finding in Akorn, Inc. v


Recovery of Damages on a Bond in Connection with a TRO Barring a Pharmaceutical Product Launch
  • Cozen O'Connor
  • USA
  • December 18 2018

Hikma and related companies have been awarded more than $31 million in damages on a $46 million bond because they were wrongfully restrained from


US Court Allows Company to Cancel a Transaction Based on “Material Adverse Effect” Clause in Agreement
  • Barnea
  • USA
  • December 3 2018

The Delaware Court of Chancery issued a precedent recently, whereby an acquisition agreement may be cancelled due to the occurrence of a “Material


Chancery Court Dismisses Derivative Suit Against Blue Bell Officers and Directors
  • K&L Gates
  • USA
  • November 13 2018

In Jack L. Marchand II v. John W. Barnhill, Jr., et al, the Delaware Chancery Court dismissed Plaintiff’s complaint under Court of Chancery Rule 23.1


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