News & Analysis as of

Material Adverse Effects United Kingdom

Faegre Drinker Biddle & Reath LLP

English High Court Weighs in on MAC Clause in M&A Transaction

It has become something of a truism for English M&A lawyers to say that material adverse change (MAC) clauses are rarely triggered in practice. A recent English judgment in Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm)...more

A&O Shearman

Top UK finance litigation and contract law developments from 2020

A&O Shearman on

This is a round-up of the most interesting finance litigation and contractual developments in 2020. The selection is necessarily subjective and draws from a wide range of cases and developments that are of direct relevance to...more

A&O Shearman

Material adverse effect clauses and Covid-19

A&O Shearman on

A Material Adverse Effect clause in an SPA excluded conditions resulting from a pandemic except where those conditions would have a disproportionate effect on the target companies as compared to companies in the “industries”...more

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more

A&O Shearman

Liquidity, MAC and Cessation of Business in English Law Loan Financings

A&O Shearman on

The COVID-19 pandemic and the responses adopted by governments around the world to mitigate its human cost will have a considerable impact on economic activity. We are seeing the forced closures of businesses and restrictions...more

Dechert LLP

COVID-19 as an MAE in English Law Loan Agreements

Dechert LLP on

Whilst the world reels from the impact of the COVID-19 coronavirus and rightly focuses on preserving lives, many businesses will nevertheless need at the same time to fight to stay afloat as the repercussions of the virus hit...more

Goodwin

COVID-19: UK Debt Finance Considerations

Goodwin on

During these unsettled times, there is heightened concern around the implications for borrowers under their secured credit facilities. Broadly these fall into three categories: (1) drawing funds under existing committed...more

BCLP

Prudential’s £12bn transfer of annuity policies to Rothesay blocked by the High Court

BCLP on

The High Court has blocked a Part VII transfer of annuity policies by Prudential Assurance Company Limited (PAC) to Rothesay. The IE’s view (undisputed by the regulators) that the transfer would not have a material adverse...more

Latham & Watkins LLP

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

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

Dorsey & Whitney LLP

UK Litigation in a Post Brexit World

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

K&L Gates LLP

Brexit - Flexit Clauses

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

Morgan Lewis

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

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

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