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Inside Internal Controls

News and discussion on implementing risk management

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material adverse change

What constitutes a MAC in an M&A deal?

On October 1, 2018, the Delaware Court of Chancery released its decision in Akorn, Inc. v. Fresenius Kabi AG, finding for the first time that a buyer had properly terminated a public company merger agreement based on the occurrence of a “material adverse effect” (sometimes also referred to as a “material adverse change,” “MAC” or “MAE”).

 

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