News & Analysis as of

Material Adverse Effects Material Adverse Change Clauses (MACs)

K&L Gates LLP

Litigation Minute: Avoiding Uncertainty in Material Adverse Effect Clauses (Deal Litigation Series: Part Three of Four)

K&L Gates LLP on

WHAT YOU NEED TO KNOW IN A MINUTE OR LESS - Material Adverse Effect (MAE) or Material Adverse Change (MAC) clauses are common in merger and acquisition (M&A) agreements. They allow a buyer to opt out of a deal if some...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

The Arrium Proceedings – when is a company insolvent and when is a representation not a representation?

Hogan Lovells on

The Supreme Court of New South Wales has recently handed down its decision in proceedings (“Arrium Proceedings”) brought by a number of lenders against former officers and employees of Arrium Limited and its subsidiaries...more

White & Case LLP

Reverse break-up fees emerge in response to deal terminations

White & Case LLP on

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

Emmet, Marvin & Martin LLP

COVID-19 AND THE LAW: MAC/MAE Clauses in New York Credit Agreements

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

Williams Mullen

[Webinar] CLE Institute - What’s Keeping You Up at Night? Business Risks of COVID-19 - November 5th, 11:00 am - 12:30 pm ET

Williams Mullen on

Your company has navigated the first six months of COVID, but what is around the corner? In this program, our lawyers will provide some clarity around the various legal issues that are, or could be, affected as we move...more

Vinson & Elkins LLP

6 Things To Know About Handling Contract Disputes In The COVID-19 Era

Vinson & Elkins LLP on

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

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

Troutman Pepper

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

Troutman Pepper 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

White & Case LLP

COVID-19 and your deal: Considerations for underwriters in the COVID-19 environment

White & Case LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Q&A: Directors’ Delaware Law Questions During the Pandemic

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....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

King & Spalding

Impact of COVID-19 on M&A and Private Equity Transactions and Other Considerations

King & Spalding on

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

Buchalter

Buchalter Client Alert COVID-19: Viral Issues for Commercial Finance Lenders and Borrowers

Buchalter on

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

Winstead PC

What a Business Should Know Before Triggering a MAC Clause Based on COVID-19

Winstead PC on

The COVID-19 pandemic has caused a sudden disruption to businesses and halted almost all forms of global commerce. Contractual parties, lenders and borrowers, and parties to Merger and acquisition agreements are now closely...more

Harris Beach PLLC

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

Harris Beach PLLC on

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

White & Case LLP

South African M&A/Corporate and Commercial & COVID-19 - A selection of key legal and practical considerations amidst the COVID-19...

White & Case LLP on

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

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

Shearman & Sterling LLP

Liquidity, MAC and Cessation of Business in English Law Loan Financings

The COVID-19 pandemic and the responses adopted by governments around the world to mitigate its human cost will have a considerable impact on economic activity. We are seeing the forced closures of businesses and restrictions...more

Brownstein Hyatt Farber Schreck

COVID-19—Evaluating Material Adverse Change Clauses in Loan Agreements

Access to credit is a question of paramount importance to borrowers navigating uncertain times, and as market participants work to assess the impact of COVID-19 on the broader economy, the question has arisen as to whether...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

Katten Muchin Rosenman LLP

COVID-19 – Return of the MAC, or Breathing Space?

Key Points - Material adverse change (MAC) provisions focus on whether prevailing events and circumstances have a material adverse effect on the borrower. - Case law suggests the key reference materials for assessing...more

BCLP

Enforcement of MAC Clauses in Loan Agreements in Light Of COVID-19 and Related Business Disruption

BCLP on

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

Vedder Price

COVID-19: M&A, Commercial Finance and General Contract Considerations

Vedder Price on

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

Shumaker, Loop & Kendrick, LLP

Client Alert: Commercial Loan Documentation: Effects of COVID-19

The fallout from the World Health Organization-declared global pandemic arising from the corona­virus disease (“COVID-19”) is currently having, and will certainly continue for some time to have, severe impacts on almost all...more

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