We think Akorn should serve as a cautionary fact pattern for sellers and buyers and as an instructive decision for all M&A professionals. The Court's decision confirms that a MAC does exist in Delaware and it provides helpful guidance as to the quantitative analysis of what constitutes a MAC. We suspect the Court's analysis will be instructive for many parties as they attempt to quantify risk in the period between signing and closing. As such, practitioners may consider revisiting the MAE definition with a view to identifying any particular subject areas of risk where the definition can or should be tightened. Moreover, as a practical matter, Vice Chancellor Laster's comprehensive recitation of Delaware case law regarding contractual, damages, and MAE claims will also serve as a handy (albeit heavy) guide to the Chancery Court's views and holdings on such matters.