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
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 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
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
From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more
This edition offers insights regarding COVID-19 ’s impact on mergers and acquisitions and on construction projects, recent changes to International Chamber of Commerce rules, and developments relating to discovery in aid of...more
In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material...more
Whether contemplating an acquisition or assessing strategic alternatives, there are many aspects of the Canadian public M&A market that may influence your decision. COVID-19 has undoubtedly played a role in recent...more
Once a month, we cover an interesting topic with a short video. This month, Associate Sarah Beth Barnes discusses due diligence considerations related to COVID-19....more
As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and...more
Businesses around the world have been substantially impacted by the COVID-19 pandemic and are likely to be managing the effects and remaining uncertainties for some time. In this context, we expect to see a shift in risk...more
Amid widespread business disruptions and economic uncertainty caused by the COVID-19 pandemic, many companies are reviewing, re-evaluating and even terminating outright proposed mergers and acquisitions (M&A) agreements. The...more
The Takeover Panel (the Panel) has confirmed again in the Moss Bros case how difficult it is for bidders to invoke material adverse change conditions (MACs) and lapse offers in the UK. On 12 March 2020, Brigadier Acquisition...more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and respond. ...more
Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more
Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more
Brigadier Acquisition Company Limited, controlled by Michael Shina the owner of Crew Clothing, is reported to have applied to the U.K. Panel on Takeovers and Mergers (the “Panel”) to revoke its £22 million offer for British...more
It is without question that changes to present-day life caused by the spread of COVID-19 are both material and adverse, in the traditional sense of these words. This is true for countries, communities, businesses and...more
Now that many of us are working from home and social distancing, can we still close deals in the US with signed agreements? Are electronically signed contracts really enforceable? Fortunately, most contracts can be entered...more
The COVID-19 pandemic has heavily disrupted M&A activity around the globe and many projects have been put on hold. However, as soon as the pandemic is beyond its peak and lockdown measures have been eased, sellers and buyers...more
The coronavirus (“COVID-19”) outbreak, declared by the World Health Organization as a global pandemic, is having far-reaching consequences for businesses. The outbreak has led the South African government to declare a...more
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more
Even though we are in the early days of assessing the impact of the COVID-19 pandemic on mergers and acquisitions, much has already been written about the extent to which this crisis could amount to a material adverse change...more