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
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
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 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
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
Even as economies pick up, dealmakers have maintained focus on managing the risk of broken deals - Lockdowns in 2020 brought a large uptick in terminated deals—and although broken deal rates have slowed, there has been a...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
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
Recently Victoria’s Secret captured headlines that had nothing to do with the retailer’s famous fashion show. Victoria Secret’s parent company, L Brands, and private equity firm Sycamore Partners (“Sycamore”) exchanged...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
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
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
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
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
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
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
Like other industries, the fashion, apparel & beauty businesses have been, and continue to be hit hard by the COVID-19 pandemic. The $400 billion dollar American fashion industry employs over four million people, excluding...more
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
Parties to merger, acquisition, and financing agreements may be considering whether the COVID-19 pandemic affects their obligation to close the deal. ...more
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
In the rapidly developing climate created by Coronavirus (COVID-19), there is evolving uncertainty on how the pandemic would be interpreted under M&A, finance and commercial agreements, and parties’ abilities to enforce or...more
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
As COVID-19 – commonly known as coronavirus – continues to send shock waves through global markets and industries, dealmakers are considering whether they can terminate, or renegotiate, M&A transactions that they have entered...more
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
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
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