News & Analysis as of

Material Adverse Effects

M&A Watch: That’s the Way the Cookie Crumbles – Delaware Court Rejects MAE Claim in Commercial Contract Litigation

by Shearman & Sterling LLP on

The Delaware Court of Chancery recently reaffirmed its approach to Material Adverse Effect jurisprudence in the context of a commercial arrangement. Please see full Analysis below for more information....more

The Impact of Cybersecurity Concerns on M&A Activities is Growing: eDiscovery Trends

by CloudNine on

This is the second story that I’ve covered in the past several months where cybersecurity concerns impacted merger and acquisitions. See below for more on the first one… After Verizon Communications took a $350...more

Worries about NAFTA Take Back Seat to Potential “Border Adjustment Tax”: Law Firm of Miller Canfield

by Miller Canfield on

Companies importing goods into the U.S. should pay very close attention to the serious discussions now taking place in Washington, D.C. regarding a major restructuring of the U.S. corporate income tax scheme to include a...more

Plaintiffs Withdraw Motion to Centralize Essure Birth Control Litigation

Essure birth control is a medical device designed to provide permanent sterilization. Since 2002, about 750,000 women worldwide have undergone Essure sterilization procedures. Although the device has been marketed as a...more

Your daily dose of financial news - The Brief – 9.26.16

by Robins Kaplan LLP on

The Deal Professor weighs in on Yahoo’s announcement last week of the hack of roughly 500 million of its customers’ data and the specter of the MAC (material adverse change) that Verizon may choose to invoke to dance away...more

Return of the MAC – Material Adverse Change Clauses Making a Comeback in Oil and Gas Deals

by Latham & Watkins LLP on

For many years, US and UK M&A practices have differed in their use of material adverse change clauses (MACs) in sale and purchase documents. Common, even ubiquitous in the US, these clauses, which permit a buyer to refuse to...more

The principal legal effects of Brexit on commercial contracts in Morocco

by DLA Piper on

Financial analysts remain uncertain about the potential effects on the global economy of the United Kingdom’s anticipated exit from the European Union (Brexit). ...more

UK Litigation in a Post Brexit World

by Dorsey & Whitney LLP on

As in so many other areas, the effect of the decision to leave the European Union in the referendum on 23 June 2016 on litigation in England and Wales in still highly uncertain. There are a number of issues that the UK...more

Is Brexit “materially adverse” to you? Perhaps, if it triggers an ‘event of default’ under your agreement(s).

by Reed Smith on

While the impact of the EU referendum decision on outstanding financing transactions is still to be determined, both lenders and borrowers may be wondering if the ramifications of Brexit have or could be considered to...more

Brexit - Flexit Clauses

by K&L Gates LLP on

There has been plenty of commentary about how the Brexit debate is impacting corporate, commercial, finance and real estate transactions. In the media there have been reports of “market jitters” surrounding the possibility of...more

Revisiting the Material Adverse Effect Clause in Upstream Transactions

Oil prices have plunged by about one-third in the past 90 days and this past week oil fell for five consecutive days and dropped approximately 10 percent for the week. While many think that prices are at the bottom, others...more

Maine BEP Provisionally Adopts DEP's Proposed Revisions to Site Law Rules

by Pierce Atwood LLP on

On October 2, 2015, we reported on the Maine Department of Environmental Protection’s (DEP’s) proposal to revise three chapters of its rules under the Site Location of Development Law (Site Law), the statute under which the...more

The English Court’s Approach to interpretation of Material Adverse Effect provisions

by Morgan Lewis on

The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more

Market Volatility - Reducing Bid Risk in Australia

by DLA Piper on

If a takeover bidder's share price falls materially, can the bidder withdraw its bid or lower its bid price? If not, how can the bidder protect itself in a volatile market? Under Australian rules, a bidder cannot...more

Developers: Beware of Disparate Impact After Supreme Court Ruling

by Faegre Baker Daniels on

Following the Supreme Court’s decision in Texas Dept. of Housing and Community Affairs v. Inclusive Communities Project, state agencies and real estate developers should carefully consider the effects of their low-income...more

Making “Material Adverse Change” Mean What You Choose It to Mean — Neither More nor Less

by Mintz Levin on

A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend...more

Black Friday Needs to Start Really Early: Risk of Material Adverse Effect

Warning shoppers—or, rather, sellers: a company’s failure to meet sales forecasts may amount to a material adverse effect. In Osram Sylvania Inc. v. Townsend Ventures, LLC, Osram Sylvania Inc. (OSI), a stockholder of...more

Key Differences Between European and US Private Equity Transactions

by Latham & Watkins LLP on

Munich-based partner Jörg Kirchner and NY-based partner Eli Hunt discuss four key ways that private equty transactions in European and the US tend to differ. Kirchner, a Global Co-chair of Latham & Watkins’ Corporate...more

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