Material Adverse Effects

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

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

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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