M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, November 16, 2007

Genesco/Finish Line: Solvent?

WIth all that is going on with Cerberus/United Rentals, I've fallen behind on the Genesco/Finish Line litigation.  This week Genesco filed an amended complaint and Finish Line answered.  As you will see, Finish Line is now claiming a full-fledged MAC.  I'll have a more complete analysis on Monday but will leave you with this tidbit from Finish Line's answer: 

This fundamental change in Genesco's financial position also raises serious doubts that Finish Line and the combined company will be solvent following the Merger.  The ability of Finish Line and the combined enterprise to emerge solvent from the Merger is an additional condition precedent to the Merger Agreement under Sections 4.9 and 7.3.  The failure of this condition would constitute yet another reason Genesco is not entitled to specific performance.


Litigation, Material Adverse Change Clauses | Permalink

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