Category: Purchase and Merger Agreements

Dorsey Represents Galileo Financial Technologies in $1.2 Billion Acquisition by SoFi

Dorsey recently advised fintech company Galileo Financial Technologies, Inc. (Galileo) in connection with its announced agreement to be acquired by Social Finance, Inc. (SoFi) for $1.2 billion. “I am honored to have led a terrific Dorsey team of more than 20 attorneys and paralegals in helping our client Galileo Financial Technologies in achieving this significant milestone,” said Dorsey Partner Nolan Taylor.  “This transaction showcases Dorsey’s ability to bring a world-class deal team together to complete a major transaction. Our team’s...

Recent Delaware Case Reinforces That Akorn is the Ceiling Not the Floor for MAE Terminations

2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Delaware Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s reasoning in the case suggested that the favorable ruling was based on the particularity of the facts and that the general standard for successfully invoking such a clause remains high. The Court’s recent decision in Channel Medsystems v. Boston Sci. Corp confirms the...

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger agreement with American generics manufacturer Akorn, Inc.  Although MAE clauses are common in large transactions, Akorn marks the first time that the Chancery Court has upheld a buyer’s use of such a clause to back out of a merger agreement. Nevertheless, the Court’s reasoning suggests that...