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Material Adverse Change Clauses (MACs) Contract Terms Merger Agreements

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

BakerHostetler on

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

Barnea Jaffa Lande & Co.

Material Adverse Change (MAC) Clauses in M&A Transactions

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

Morgan Lewis

Global Healthcare Transactions Series: Impact of COVID-19 on Healthcare Mergers and Acquisitions in UAE

Morgan Lewis on

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

Hogan Lovells

A review of MAC Clauses in a COVID-19 Climate in Japan (UPDATED)

Hogan Lovells on

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

Orrick, Herrington & Sutcliffe LLP

COVID-19 UK Corporate Creating Certainty in Uncertain Times - Return of the MAC

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

Williams Mullen

MAEs and COVID-19: The Latest on Case Law

Williams Mullen on

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

Harris Beach Murtha PLLC

Does COVID-19 Qualify as a "Material Adverse Effect"?

Many businesses may be finding themselves in the position of having a pending transaction terminate due to the impact of COVID-19. Buyers, for instance, might be seeking ways to avoid closing a transaction to merge with or...more

Hogan Lovells

MAC/MAE clauses and the COVID-19 pandemic: a checklist of things to consider

Hogan Lovells on

The novel coronavirus (COVID-19) has been declared a global pandemic by the World Health Organization (WHO). The virus has spread across continents, taken an enormous human toll, and disrupted business operations throughout...more

Rosenberg Martin Greenberg LLP

Invoking MAC Clauses During the Pandemic

Although Material Adverse Change (“MAC”) clauses are quite prevalent in loan and financing documents, there is very little case law in Maryland dealing with the successful or unsuccessful enforcement of these clauses. With...more

Foley Hoag LLP

COVID-19 M&A Closing Considerations

Foley Hoag LLP on

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

Dickinson Wright

M&A Practices in a Post-COVID-19 World

Dickinson Wright on

This is certainly a situation where the (purportedly) ancient curse would seem to apply: May you live in interesting times. Living, however, implies moving forward, and that is what the business world is trying to do. ...more

Goulston & Storrs PC

M&A Trends: COVID-19 As A Material Adverse Change

Goulston & Storrs PC on

As COVID-19 has proliferated throughout the United States, the resulting health-related government actions - in the form of school and business closures, emergency declarations, shelter in place requirements and the like -...more

Pierce Atwood LLP

Short-term Hiccup or Significant Long-term Effect? Material Adverse Effect Clauses and the COVID-19 Pandemic

Pierce Atwood LLP on

Parties to merger, acquisition, and financing agreements may be considering whether the COVID-19 pandemic affects their obligation to close the deal. ...more

Rivkin Radler LLP

Does the Material Adverse Change Clause Cover COVID-19?

Rivkin Radler LLP on

In mergers and acquisitions, corporate finance and lending, a period of time often passes between signing the applicable transaction agreement and closing the transaction. During the period when the parties prepare for...more

Bass, Berry & Sims PLC

COVID-19 and Material Adverse Change: M&A and Financing Considerations

Bass, Berry & Sims PLC on

The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about...more

White & Case LLP

M&A MAC Clauses – Implications of Coronavirus

White & Case LLP on

Trends in Material Adverse Change Clauses – Implications of Coronavirus on M&A Transactions - On M&A transactions deal certainty may be a key negotiation issue. Whilst a seller may be reluctant to concede a material...more

Dorsey & Whitney LLP

Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

Dorsey & Whitney LLP on

2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more

Dorsey & Whitney LLP

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

Dorsey & Whitney LLP on

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger...more

Foley & Lardner LLP

Akorn v. Fresnius Kabi: Delaware Court Provides Guidance on What Constitutes a Material Adverse Event

Foley & Lardner LLP on

A Delaware Chancery Court has allowed a buyer to cancel a deal based on a material adverse effect. The decision is believed to be the first of its kind in Delaware. In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court...more

Stinson - Corporate & Securities Law Blog

Chancery Describes Commercially Reasonable Efforts

Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist....more

Bennett Jones LLP

Delaware Judge Finds Elusive MAC—Does It Change Anything?

Bennett Jones LLP on

Purchasers of businesses often want an "escape hatch" prior to closing if the target business suffers a "material adverse change" (or a "material adverse effect"). Historically, based on court decisions primarily out of the...more

A&O Shearman

Delaware Court Of Chancery Rules For The First Time That MAE Justifies Termination Of Deal

A&O Shearman on

In a first-of-its-kind ruling, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled post-trial that Fresenius SE & Co. KGaA (“Fresenius”) properly terminated its $4.3 billion agreement to acquire Akorn,...more

A&O Shearman

M&A Watch: How Do You Get a Big “MAC” in Delaware

A&O Shearman on

In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more

Stinson - Corporate & Securities Law Blog

How to Read a MAC / MAE Clause

Akorn, Inc., v. Fresenius Kabi AG et al will undoubtedly become known as the first case where a Delaware court found a material adverse effect, or MAC (often referred to as a material adverse effect, or MAE), to exist. ...more

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