By David Leinwand, James Langston and Mark McDonald ( October 12, 2018, 1:23 PM EDT) -- Until Vice Chancellor J. Travis Laster's decision this month in Akorn Inc. v. Fresenius KABI AG,[1] no Delaware court had released an acquirer from its obligation to close a transaction as a result of the occurrence of a "material adverse effect."[2] The cases previously adjudicated in Delaware all had required the acquirer to close, often despite a significant diminishment in target value and, in some, the court criticized the acquirer for seeking to avoid its obligations based on little more than buyer's remorse. Against this weight of precedent, the vice chancellor found that the grievous decline of generics pharmaceutical company Akorn Inc. after it agreed to be acquired by Fresenius constituted a MAC. While Akorn presents a stark set of facts and the Delaware Supreme Court has yet to have the final word in the case,[3] the decision nonetheless provides useful guidance to practitioners in shaping and navigating MAC clauses and related contractual provisions....