NEW: Fried Frank discusses the possibility that the coronavirus pandemic might constitute a material adverse change or material adverse effect under existing merger or financing agreements, noting that some parties have recently entered agreements that expressly exclude the coronavirus pandemic, and discusses Delaware case law interpreting MAE / MAC clauses in COVID-19 As A Material Adverse Change In M&A Agreements.
$$$ Law360 discusses the possibility that parties to mergers may seek termination by asserting that material adverse effect clauses were triggered by coronavirus in Why Material Adverse Effect Clauses Aren’t Escape Hatches.
Professors Matthew Jennejohn, Julian Nyarko, and Eric Talley forewent learning to paint like Bob Ross and devoted some coronavirus-avoidant downtime to updating their previous analysis of material adverse change / material adverse event provisions from historical M&A transaction documents (incorrectly described in a prior mention on chanceryblog as an analysis of pending transaction documents) to discern trends in use of terns likely to be triggered by a viral pandemic, to also examine transaction documents for pending deals in A “Majeure” Update on COVID-19 and MAEs.
Professors Matthew Jennejohn, Julian Nyarko, and Eric Talley use machine learning techniques to analyze material adverse change / material adverse event provisions in 150 pending M&A transaction documents, and consider whether common terms are likely to be triggered by a viral pandemic in Coronavirus Is Becoming a “Majeure” Headache for Pending Corporate Deals.
Nixon Peabody discusses the results of its annual survey of the terms of Material Adverse Change clauses in merger agreements in its 2019 MAC Survey.