Litigation developments: core M&A and corporate governance doctrines
Will COVID-19 Qualify as a ‘Material Adverse Effect’?
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
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
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 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
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
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
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
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
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
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
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
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
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