Examines material adverse effect clauses in M&A transactions, explaining their purpose, providing drafting suggestions and highlighting key case law.

A material adverse effect is typically considered to be an extremely high threshold and the definition in the acquisition agreement often carves out certain widespread events (such as …

As a means of qualifying certain representations and warranties, covenants and other terms of the finance documents, so that a particular provision will only be breached if the default will have …

Material Adverse Effect means a material adverse effect of any act or event on the ability of either Party to perform any of its obligations under and in accordance with the provisions of this …

2018年5月25日 · A “Material Adverse Effect” is a common clause found in purchase agreements that impacts a deal’s closing and can have significant benefits for either Sellers or Buyers, but …

A material adverse effect (MAE) or material adverse change (MAC), or material adverse event (MAE) refers to a specific happening that decreases the value of an entity or interest toward a …

2024年12月4日 · Sibanye BM Brazil (Pty.) Ltd., is the latest judicial pronouncement by a common-law court on the meaning and effect of a material adverse effect (“MAE”) clause.

2021年4月22日 · In a paper forthcoming in Business Lawyer, I propose a new, systematic understanding of material adverse effects that resolves the major outstanding problems in the …

a material, long-term impact. For example, the Delaware Chancery Court has found a decline in the target’s EBITDA of 3 percent did not constitute an MAE, while in Raskin v. Birmingham …

Material Adverse Effect means any event, condition or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the assets, …