News & Analysis as of

Merger Agreements Coronavirus/COVID-19 Contract Terms

Woodruff Sawyer

Reps & Warranties: Spring 2022 Trends to Watch

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Insights Emily MaierSenior Vice President, National Group Leader - M&A InsuranceEditor, Mergers & Acquisitions May 26, 2022 /Mergers & Acquisitions We know it’s essential to keep our clients as up to date as possible in the...more

Morgan Lewis

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

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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

Gray Reed

First Delaware COVID-19 M&A Decision

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In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect...more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2020

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Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more

Dechert LLP

Delaware Court of Chancery Issues Major Decision on COVID-Related Issues in M&A Deals, Allows Buyer to Terminate Agreement for...

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In a late night, 242-page decision, the Delaware Court of Chancery ruled that the buyer in a purchase and sale agreement was relieved of its obligation to close and could terminate the agreement as a result of the changes...more

Hogan Lovells

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

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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

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

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On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

Goulston & Storrs PC

COVID Impact as a Standalone Indemnity in M&A Transactions

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Introduction - The COVID virus has ushered in unprecedented and challenging times for our country and the global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral...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

Seyfarth Shaw LLP

An M&A Guidebook for a Post-Pandemic World

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COVID-19 has created unparalleled uncertainty for nearly all businesses since companies are unable to predict when and how businesses and consumers will resume buying their goods and services. This unpredictability has made...more

Williams Mullen

MAEs and COVID-19: The Latest on Case Law

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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

Kramer Levin Naftalis & Frankel LLP

COVID-19 as a Material Adverse Effect? A Discussion of Recent Cases

The outbreak of the novel coronavirus disease 2019 (COVID-19) and the uncertainty surrounding its long-term implications have caused a noticeable disruption in the consummation of mergers and acquisitions (M&A) transactions....more

Morgan Lewis

Sports Investment Amid COVID-19: Playing Smart in Turbulent Times

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Investors pursing global investment opportunities across the sports industry should be aware of the key considerations likely to apply to the M&A process amid the coronavirus (COVID-19) pandemic....more

Womble Bond Dickinson

COVID-19 and Material Adverse Effect in M&A Transactions

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With the world still grappling with the outbreak of COVID-19, companies across a variety of industries have already suffered and anticipate further declines in their businesses and financial performances. This raises many new...more

Kramer Levin Naftalis & Frankel LLP

Electronic Signatures in the Age of COVID-19

The outbreak of the coronavirus (COVID-19), with its social distancing and remote work protocols, has brought renewed focus on the execution of transactional documentation without the traditional inked (wet) signature. ...more

Hogan Lovells

COVID-19: Impact on M&A and corporate in Singapore

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Overview of mergers and acquisitions (M&A) market in Singapore - Singapore was one of the first countries outside of China to encounter the virus. Whilst deal activity was down on the prior year, M&A transactions were...more

Perkins Coie

Beyond MAE: COVID-19-Related M&A Lawsuits in the Delaware Court of Chancery

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Several COVID-19-related mergers and acquisitions (M&A) complaints have been filed with the Delaware Court of Chancery since the start of this month, with spurned sellers alleging that buyers experienced a change of heart due...more

Robinson & Cole LLP

How Will COVID-19 Impact M&A?

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It is readily apparent that the COVID-19 pandemic has had an impact on transactional activity—at least in the short term—for both buyers and sellers across a range of industries. Whether parties are still moving forward with...more

Nutter McClennen & Fish LLP

Effects Of COVID-19 on the M&A Market: Working Capital Adjustments; Due Diligence; Representations; Post-Signing Considerations

This is the second installment of a two-part series highlighting M&A transaction issues for buyers and sellers to consider in light of COVID-19. ...more

Harris Beach PLLC

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

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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

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

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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

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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

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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

BCLP

Coronavirus (COVID-19): Material Adverse Effect and M&A Transactions

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Acquisition agreements customarily address risk associated with significant downward changes to the target’s business prior to closing through a variety of provisions, including through the use of the “material adverse...more

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