Expert Advice
Oct. 1, 2008
The MAC Clause: An Emperor with No Clothes
In M&A deals, contract clauses intended to prevent acquiring parties from backing out of a deal due to unforeseen changes may offer less protection than you'd think.
There is no greater trap for a lawyer than myopically giving legal advice while ignoring the practical realities that, ultimately, dictate results. This predicament surfaces for merger and acquisition lawyers who advise target companies (sellers) on merger-agreement provisions that provide the acquirer (buyer) with an "out" for a material adverse change (MAC) in the target company ...
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