Litigation developments: core M&A and corporate governance doctrines
Will COVID-19 Qualify as a ‘Material Adverse Effect’?
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
In a highly anticipated decision, the Ontario Superior Court of Justice – Commercial List held that Cineworld wrongly terminated its arrangement agreement to acquire Cineplex, which was awarded substantial damages....more
This is a round-up of the most interesting finance litigation and contractual developments in 2020. The selection is necessarily subjective and draws from a wide range of cases and developments that are of direct relevance to...more
The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court...more
As COVID-19-related force majeure litigation continues to arise in both common and civil law jurisdictions, we take a first look at the approach to force majeure in civil law jurisdictions as compared to the common law...more
In just about every way, the world turned upside down in 2020. Deals were no exception. Whether it was incorporating a PPP payoff or forgiveness into deal terms, drafting MAE, interim operating covenants and working capital...more
Just as no human being is naturally immune to the COVID-19 virus, no industry is immune to its economic effects—and related M&A activity across all industries proves no exception. In the weeks following the issuance of...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 global health crisis brought on by the spread of the Novel Coronavirus (“COVID-19”) continues to affect businesses of all sizes. This is causing uncertainty in businesses’ ability, or inability, to meet its contractual...more
COVID-19 and the related disruption have resulted in enormous pressure on society and businesses. Material adverse change (“MAC”) clauses in loan agreements present important issues that borrowers and lenders alike need to...more
As the spread of COVID-19 continues and the situation and circumstances surrounding COVID-19 seem to be changing by the minute, it is expected that the health and safety of people is on the forefront of everyone’s mind. ...more
What should a borrower be doing about its credit facility as a result of shut-downs and loss of revenues from the COVID-19 disruptions? The borrower’s primary concern is to ensure sufficient liquidity, particularly if the...more
Due to the COVID-19 pandemic and its uncertain impact on business operations and business continuity, many companies are reviewing their credit agreements with an eye toward their ability to borrow/re-borrow and potential...more
The unexpected emergence of the COVID-19 virus presents a wide range of new challenges and opportunities. The initial reaction of the syndicated market has been to pull back. In these times, private credit lenders act as...more
At the end of December, China acknowledged the existence of the coronavirus, and this burgeoning heath crisis is becoming a supply chain problem. China, a major manufacturing hub for materials, products and components being...more
Now in its third month, the coronavirus outbreak that began in Wuhan, China, has claimed over 2,000 lives and brought one of the world’s most dynamic economies to a near standstill. ...more