The Delaware Court of Chancery, in Channel Medsystems, Inc. v. Boston Scientific Corp., et al., C.A. No. 2018-0673-AGB, memo. op. (Del. Ch. Dec. 18, 2019), found that an acquisition target employee’s fraudulent acts did not constituted a material adverse effect.
NEW: K&L Gates discusses the decision in Court of Chancery Orders Specific Performance of Merger Agreement, Finding That Fraud Contained in FDA Filings For Approval of Target Product Did Not Rise to a “Material Adverse Effect”.
Fried Frank discusses the decision in Delaware Supreme Court Decision on Director Independence Suggests to Some a Change in the Court’s Recent Approach– McElrath v. Kalanick.
$$$ Law360 discusses the decision in Boston Scientific Ruling Clarifies M&A Termination Rights.
Fried Frank discusses the decision in Court of Chancery Confirms that, Post-Akorn, It Will Evaluate MACs Under the Traditional Framework.
Anne Sherry discusses the decision in Court forces merger between Boston Scientific and Channel Medsystems.
Dorsey & Whitney discusses the decision in Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations.
Morris James discusses the decision in Chancery Provides Further Clarity Regarding Material Adverse Effect Clauses in Merger Agreements.
Cadwalader discusses the decision in The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect.
Kramer Levin discusses the decision in Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’.
Sherman & Sterling discusses the decision in Delaware Court Of Chancery Orders Acquiror To Consummate Merger Finding That Misrepresentations Did Not Amount To A Material Adverse Effect.
Wilson Sonsini discusses the decision in Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger.
The Boston Business Journal discusses the decision in Court orders Boston Scientific to complete $275M acquisition.
Francis Pileggi discusses the decision in Chancery Analyzes Standard of “Commercially Reasonable Efforts”.
Weil Gotshal discusses the decision in Just Because a Really Bad Thing Happens Does Not Mean a Material Adverse Effect has Occurred: Assessing the Latest Delaware MAE Decision.
Fenwick & West discusses the decision in Delaware Reaffirms High Bar for Establishing a Material Adverse Effect.
Medical technology industry reporter MedTech Dive discusses the decision in Delaware court deals blow to Boston Scientific in Channel Medsystems lawsuit.