NEW: Reuters’ Alison Frankel discusses settlements of disputes involving Material Adverse Change / Material Adverse Effect clauses asserted as grounds for terminating mergers due to the effects of the coronavirus pandemic in COVID-19 MAE cases keep ending with revised deals. That wouldn’t happen without litigation.
Seyfarth Shaw discusses recent actions in the Delaware Court of Chancery that involve failed mergers and acquisitions purportedly based on the occurrence of a Material Adverse Change / Material Adverse Effect in The MAE Clause Faces Off With COVID-19 in the Delaware Courts — What Comes Next?
Vinson & Elkins discusses current disputes involving Material Adverse Change / Material Adverse Effect clauses, force majeure clauses, and other grounds asserted for terminating or renegotiating contracts in the wake of the coronavirus pandemic in 6 Things To Know About Handling Contract Disputes In The COVID-19 Era.
Williams Mullen discusses recent lawsuits disputing acquirer’s entitlement to terminate mergers by invoking the coronavirus pandemic as having triggered material adverse effect clauses in MAEs and COVID-19: The Latest on Case Law.
Vinson & Elkins notes an anticipated increase in attempts to renegotiate or terminate transactions due to the economic effects of coronavirus, providing an overview of Material Adverse Change / Material Adverse Effect clauses and Delaware case law interpreting such clauses, in Material Adverse Effect Clauses In An Economic Downdraft.
Case Western professors Anat Alon-Beck and Charles Korsmo discuss the coronavirus pandemic as a material adverse change / material adverse effect under Delaware law requiring that its economic effects be both sufficiently and durationally significant, in Will the Pandemic Sink Deals?
Winstead discusses Delaware and New York law interpreting Material Adverse Change / Material Adverse Effect clauses in merger agreements, and other authorities addressing lenders’ assertion of purported material adverse changes to avoid funding loans or as events of default in What a Business Should Know Before Triggering a MAC Clause Based on COVID-19.
Israeli business daily Globes discusses whether the coronavirus epidemic could be a material adverse effect that would permit a party to withdraw from a transaction under Israeli law in The Covid-19 black swan muddies the M&A lake.
Troutman Sanders discusses recently-filed lawsuits involving obligations to close transactions that implicate the effects of the coronavirus pandemic, including whether it constitutes a material adverse change or material adverse effect, in Shots Fired: Recent Claims to Terminate M&A Deals Over COVID-19 MAEs.
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.