Contract Terms, Buyers, Contract Termination

Planning for the Unexpected: How Unwind Agreements Help Medical Practices

Roetzel & Andress on 8/6/2025

If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more

Does a Prior Breach Excuse a Counter Breach

Jaburg Wilk on 5/14/2021

As any parent with more than one child can attest, most people, including not only children but also adults, believe that if another person commits the first offense, then a counter, or retaliatory offense is justified. Such...more

Delaware Court Nixes Deal Due to Seller’s Failure to Operate in “Ordinary Course” During COVID-19

Latham & Watkins LLP on 12/22/2020

The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court...more

The Coronavirus and M&A Transactions: MAE Clauses

Akin Gump Strauss Hauer & Feld LLP on 3/9/2020

In late 2019, COVID-19 (more commonly known as the coronavirus) began to spread throughout mainland China, and has since spread around the world, affecting numerous lives and businesses. As a result, companies spanning a wide...more

Delaware Supreme Court Affirms Akorn

Skadden, Arps, Slate, Meagher & Flom LLP on 12/22/2018

On December 7, 2018, the Delaware Supreme Court affirmed the Court of Chancery's decision in Akorn, Inc. v. Fresenius Kabi AG , C.A. No. 2018-0300-JTL, which upheld, for the first time under Delaware law, the ability of a...more

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

Fenwick & West LLP on 10/25/2018

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 occurred in a merger transaction, which, combined with other breaches of the...more