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Fried Frank M&A/PE Quarterly Fall 2021

Alerts and newsletters | October 19, 2021

Court Finds No “Material Adverse Effect” from Drastic Reduction in Medicare Reimbursement Rate for Company’s Sole Product—Bardy v. Hill-Rom

Delaware Supreme Court Clarifies that Common Stockholders Can Contractually Waive Appraisal Rights—Manti v. Authentix

Court of Chancery Amplifies to What Extent Parties to an Acquisition Agreement Can Limit Liability for Fraud—Online HealthNow v. CIP OCL

Court of Chancery Enjoins Stockholder Vote Based on Deal Disclosure Issues—Nantahala v. QAD

Court Deems Outside Directors Possibly Not Independent of the Company’s Controller Based Solely on a Lower Household Income and Admiration for the Controller —BGC Partners

Court of Chancery Continues Its Recent Trend of Rejecting Early Dismissal of “Caremark” Claims—Boeing

Change in Approach by FTC Creates Challenges for M&A Deals

The Need to Consider an Exclusion for “Willful Breaches” from an Effect-of-Termination Provision—Yatra v. Ebix

M&A/PE Round-Up

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