The Impact of War on Commercial Contracts and the Global Supply Chain
Monthly Minute | Due Diligence Considerations Related to COVID-19
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
The Mayne Pharma/Cosette battle provides a rare example of how things can go awry in a public company transaction. It shows that the Takeovers Panel can and should take on a bigger role to resolve disputes more quickly....more
The controversy surrounding Mayne Pharma Group Limited (Mayne) and attempts by bidder, Cosette Pharmaceuticals, Inc, (Cosette), to get out of its scheme transaction serve up some important lessons for private equity bidders....more
Herbert Smith Freehills Kramer has released its annual Public M&A Report, which analyses all of the public M&A transactions announced during the year ended 30 June 2025. The Report is the most comprehensive analysis of...more
On 15 October 2025, the NSW Supreme Court found that US pharmaceutical company, Cosette Pharmaceuticals, Inc. did not validly terminate its $672 million takeover of ASX-listed Mayne Pharma Group Limited. Justice Black found...more
The judgment clarifies key principles around Material Adverse Change (MAC) clauses, forecast disclaimers, and termination rights. On 15 October 2025, the NSW Supreme Court found that US pharmaceutical company, Cosette...more
The full impact of trade disruption is yet to be felt, but businesses are reviewing what changing tariff regimes mean for their contracts and commercial partnerships, say our arbitration experts - The rules of global trade...more
Transactions in the United States and the United Kingdom can have material differences, particularly with respect to purchase price adjustment mechanics, due diligence processes, equity incentives, third-party reliance on...more
After two decades practicing law in Silicon Valley and five formative years working on cross-border deals in Europe, I’ve come to appreciate the subtle (and not-so-subtle) differences in how merger and acquisition (M&A)...more
Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more
The recent imposition of tariffs by the U.S. government has introduced significant complexities in contractual performance and risk allocation. It is important to assess how these tariffs may influence material adverse change...more
The English High Court has held that a geotechnical event ("GE") at a mine in Brazil did not engage the material adverse effect ("MAE") clause in an SPA, pursuant to which two mines in Brazil were being sold for $1.2...more
Uncertainty caused by macroeconomic risks such as the COVID-19 pandemic, severe weather events and geopolitical tensions has given rise to increased judicial consideration of contractual terms apportioning risk in the...more
The Centers for Medicare & Medicaid Services (CMS) issued the final procedural notice on Transitional Coverage for Emerging Technologies (TCET), effective as of August 12, 2024. TCET is a new pathway that uses existing...more
The English High Court found that a current risk of unfair trial in Russia justified declining to enforce Russian exclusive jurisdiction clauses. The English High Court has cleared the way for major aviation insurance...more
Last week, the Centers for Medicare & Medicaid Services (CMS) announced that it would allow health plans under Medicare Part D (the Medicare prescription drug benefit) to cover Wegovy and other weight-loss medications if they...more
Effective December 21, 2023, the Centers for Medicare & Medicaid Services (CMS) has directed A/B MACs to not make downward adjustments to claims for CPT Codes for complex therapy administration (96401-96549) based solely on...more
In an update to our May 2023 blog on the case, the Court of Appeal has held in Decision Inc Holdings Proprietary Ltd & Another v. Stephen Garbett & Another that the High Court erred both in its interpretation of and approach...more
A material adverse change (MAC) is a common term in merger and acquisition agreements. The term describes a change or event that, if realized, could have a material negative impact on the parties to the transaction (mainly on...more
WHAT YOU NEED TO KNOW IN A MINUTE OR LESS - Material Adverse Effect (MAE) or Material Adverse Change (MAC) clauses are common in merger and acquisition (M&A) agreements. They allow a buyer to opt out of a deal if some...more
The Russian military’s invasion of Ukraine, coupled with the considerable economic sanctions levied against Russia and certain Russian entities and individuals, has significantly impacted businesses worldwide. Recognizing the...more
The COVID-19 pandemic created many uncertainties and challenges for investors and operators alike across the Middle East, including in the United Arab Emirates, which is often considered a regional healthcare and business...more
Thomas G. Allen, Kilpatrick Townsend Partner and Global Lead for International Disputes, discusses the Russian invasion of Ukraine creating a series of commercial contract issues and potential liabilities for companies doing...more
M&A practitioners must take into account the events surrounding the Russian invasion of Ukraine and the accompanying international unrest when contemplating a proposed transaction. These events will impact M&A transactions...more
The Supreme Court of New South Wales has recently handed down its decision in proceedings (“Arrium Proceedings”) brought by a number of lenders against former officers and employees of Arrium Limited and its subsidiaries...more
Our 2020 - H1 2021 report offers insight into developments and trends in the Dutch public M&A market based on our continued involvement in over 80% of public offers for Euronext Amsterdam listed companies since 2015....more