Akorn, Inc. v. Fresenius Kabi AG

Summary

The Supreme Court of Delaware affirmed the Court of Chancery's judgment dismissing Akorn's claims. It held that the record supported findings that Akorn suffered a material adverse effect excusing Fresenius's obligation to close and that Fresenius properly terminated the merger agreement because Akorn's regulatory breaches could reasonably be expected to cause a material adverse effect, while Fresenius was not itself in a material breach.