News & Analysis as of

Material Adverse Change Clauses (MACs) Contract Terms Mergers

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

Bennett Jones LLP

Material Adverse Effects: Insights from the High Court of Justice

Bennett Jones LLP on

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

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

Kilpatrick

Monthly Minute | Due Diligence Considerations Related to COVID-19

Kilpatrick on

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

Ward and Smith, P.A.

The Impact of COVID-19 on M&A Transactions

Ward and Smith, P.A. on

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

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

Vinson & Elkins LLP

[Webinar] Navigating Heightened Contractual Risk in an Economic Downturn - May 28th, 12:00 pm - 1:00 pm CT

Vinson & Elkins LLP on

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 Pepper Locke

MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series

Troutman Pepper Locke on

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

McDermott Will & Emery

[Webinar] Preparing for Litigation Resulting from a COVID-Related Busted Deal - May 8th, 12:00 pm - 1:00 pm EST

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

Faegre Drinker Biddle & Reath LLP

Bidder for British Menswear Company Moss Bros Seeks to Invoke COVID-19 MAC

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

Williams Mullen

Allocation of Risk in the Era of COVID-19

Williams Mullen on

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

BCLP

COVID-19 and Executing Contracts at Home, Force Majeure Considerations, and MAE Clauses in M&A Transactions

BCLP on

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

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

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

Seyfarth Shaw LLP

M&A Purchase Agreements in the Wake of COVID-19

Seyfarth Shaw LLP on

As a result of the recent unprecedented outbreak of the novel coronavirus (COVID-19), dealmakers and their advisors have yet another set of issues to address in connection with pending and future M&A transactions. While the...more

Harris Beach Murtha PLLC

Coronavirus & Material Adverse Change Clauses in M&A Deals

The coronavirus (COVID-19) global pandemic continues to dominate worldwide news cycles, and will likely do so for the foreseeable future. Parties to business transactions might be left wondering how the coronavirus and...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

Fenwick & West LLP

Coronavirus Impact on M&A and Other Strategic Corporate Transactions

Fenwick & West LLP on

The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...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

Goodwin

COVID-19 and the Impact on M&A

Goodwin on

Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...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

29 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide