In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material adverse effect (otherwise known as an “MAE” or “MAC”).  Vice Chancellor Laster’s decision in Akorn, Inc. v. Fresenius Kabi AG, et al. C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018) is certain to resonate with practitioners and dealmakers alike, many of whom have often speculated about the circumstances required to properly invoke an MAE termination right.  We expect savvy practitioners may revisit certain time-worn provisions of acquisition agreements in light of the Court’s decision.

Read the full memo, “How Do You Get a Big “MAC” in Delaware”