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
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
The pandemic has put many contractual relationships under immense pressure. We explored in our last Business as (un)usual article some of the problems which contracting parties may have inadvertently created for themselves...more
With the COVID-19 pandemic continuing to adversely impact businesses across the globe, for the past year lenders have been reviewing their portfolios for credit degradation. Credit agreements will often contain a clause in...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
Considerations when reviewing your MAC Clause in a COVID-19 Climate - As was the case after the global financial crisis in 2008 and Japan's triple disaster in 2011,companies are turning their minds to their potential...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
The virus that causes COVID-19 has ushered in unprecedented times for our country and our global community. Certainly, the pandemic is impacting the way M&A transactions are looked at, papered, implemented, and even priced....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
The Massachusetts Superior Court recently held in Now Business Intelligence, Inc. v. Donahue that a temporary reassignment during a business slowdown, consisting of the addition of certain non-billable duties, does not...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
Two years ago, in Severability Clauses: To Sever, Modify, or Invalidate?, I discussed how to review and negotiate severability clauses. My focus then was on customizing what many view as a boilerplate contract provision to...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 offeror for Moss Bros sought to rely on standard material adverse change conditions to lapse the offer, on the basis of the impact of the coronavirus (COVID-19) pandemic and related UK governmental measures on Moss Bros. ...more
A recent ruling from the Takeover Panel (Panel) on the takeover offer for Moss Bros has reemphasised the difficulty bidders face in invoking material adverse change (MAC) conditions on UK takeovers. ...more
In an unprecedented global crisis, the performance of contractual obligations has become very difficult, if not impossible, for many economic players who consequently are tempted to find a way to circumvent them. ...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
COVID-19 presents novel issues for underwriters, who are grappling with the need to support their clients accessing funding and also maintain disclosure standards and manage their risk when the typical tools that they use to...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
COVID-19 has spread rapidly across the world since it first emerged in late 2019 and has impacted everything from the way we work, to certain aspects of M&A and Private Equity transactions and the way in which they are...more
The pandemic crisis unfolding in the United States and around the world has placed a significant strain on commercial lending relationships, and the pressure will only mount as the medical and financial ramifications unfold....more