In this article, partners Troy Brown and Karen Abesamis and associates Su Jin Kim and Corey Mueller examine the material facts and circumstances of Akorn, Inc. v. Fresenius Kabi AG, No. CV 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d, No. 535, 2018, 2018 WL 6427137 (Del. Dec. 7, 2018) and the key takeaways from the Delaware Chancery Court’s opinion. The authors also provide a series of drafting tips that M&A practitioners in both law and business should consider when negotiating and drafting acquisition agreements.