Significant 2018 Decisions Affecting Private Company M&A

This newsletter is our fifth annual review of significant state court decisions relevant for private company M&A transactions and related governance matters and disputes.The summary includes the landmark Akorn v. Fresenius decision, which is the first Delaware M&A decision to uphold a buyer's termination right on the basis of an MAE. A few of the decisions concern drafting points, a few concern overall deal process and planning points, and two of the decisions concerned fiduciary duty breaches in contested situations (one was a public company decision that has relevance to the private M&A context).

© Arnold & Porter Kaye Scholer LLP 2019 All Rights Reserved. This newsletter is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.