Material Adverse Effects

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Considerations with Regard to “Material Adverse Effect” Clauses

In the mergers and acquisitions context, there is a risk that the occurrence of some event between signing and close may cause the value of the target to diminish significantly, making the deal no longer attractive to the...more

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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