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2018 Del. Ch. LEXIS 325 *; 2018 WL 4719347
AKORN, INC., Plaintiff and Counterclaim Defendant, v. FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., and FRESENIUS SE & CO. KGAA, Defendants and Counterclaim Plaintiffs.
Notice: THIS OPINION HAS NOT BEEN RELEASED FOR PUBLICATION. UNTIL RELEASED, IT IS SUBJECT TO REVISION OR WITHDRAWAL.
Subsequent History: Affirmed by Akorn, Inc. v. Fresenius Kabi AG, 198 A.3d 724, 2018 Del. LEXIS 548 (Del., Dec. 7, 2018)
Related proceeding at Twin Master Fund, Ltd. v. Akorn, Inc., 2020 U.S. Dist. LEXIS 18727 (N.D. Ill., Feb. 5, 2020)
merger agreement, Covenant, terminate, compliance, buyer, parties, Merger, representations, adverse effect, risks, site, seller, products, remediation, conditions, presentation, team, obligations, signing, breached, audit, cured, due diligence, investigate, estimates, Bring-Down, regulatory compliance, ordinary course, Subsidiaries, acquisition
Business & Corporate Compliance, Governments, Agriculture & Food, Federal Food & Drugs Act, Computer & Internet Law, Internet Business, Data Protection in E-Commerce Environments, Contracts Law, Defenses, Affirmative Defenses, Mergers & Acquisitions Law, Mergers, Contracts Law, Contract Conditions & Provisions, Conditions Subsequent, Breach, Nonperformance, Material Breach, General Business Considerations, Evidence, Burdens of Proof, Allocation, Weight & Sufficiency, Standards of Performance, Standards of Performance, Impossibility of Performance, Frustration of Purpose, Contract Interpretation, Intent, Breach of Warranty, Mergers, Duties & Liabilities of Directors & Officers, Affirmative Defenses, Fraud & Misrepresentation, Material Misrepresentations, Contract Interpretation, Breach of Contract Actions, Elements of Contract Claims, Antitrust