Tuesday, December 3, 2013
More on MACs
OK, so it's that time of year for students all over the country...you're starting to study for exams. I know, I know, if you are my students you have been more than diligent. You've read ahead, you've come to office hours, etc. You can walk through a merger agreement with your eyes closed by now. I'm not worried about you. I'm worried about all those other students... For their edification, here's the latest in Rick Climan's 5 minute series on merger agreements. This one - part 1 of 2 deals with negotiating the Material Adverse Change/Material Adverse Effect clause.
For the second issue, wouldn't the overall change not be adverse since there is an offset of the decrease in assets by the decrease in liabilities? This seems relatively elementary, have the courts actually ruled that any material adverse effect on the listed items should be examined in a vacuum?
Posted by: Robert | Dec 3, 2013 10:52:48 PM