On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more
8/8/2024
/ Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Fiduciary Duty ,
General Partnerships ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Mergers ,
Revocation ,
Shareholders ,
Shareholders' Agreements
2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more
1/13/2020
/ Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Food and Drug Administration (FDA) ,
Fraud ,
Internal Investigations ,
Material Adverse Change Clauses (MACs) ,
Material Adverse Effects ,
Materiality ,
Merger Agreements ,
Mergers ,
Pre-Market Notification ,
Representations and Warranties