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Mergers & Acquisitions,
Corporate

Jul. 23, 2020

COVID M&A: pre-closing considerations for MAE definitions and interim operating covenants

In this article, we examine how post-COVID-19 M&A deals have actually addressed these issues, by reviewing a sampling of publicly available M&A agreements and analyzing various COVID-19-specific contractual provisions used by the parties.

Jason T. Taketa

Partner
Manatt, Phelps & Phillips, LLP

Email: jtaketa@manatt.com

Jason is a partner in the firm's corporate and finance practice.He is an M&A and corporate finance attorney for companies, business owners and investors engaging in complex and transformative middle-market transactions. Often acting as outside general counsel, Jason provides advice on his clients' significant transactions, whether they are business acquisitions or divestitures, corporate financings, strategic partnerships, joint ventures, or fund formations.

Veronica N. Lah

Senior Associate
Manatt, Phelps & Phillips, LLP

Email: vlah@manatt.com

Veronica is a senior associate in the firm's corporate and finance practice. Her practice focuses on corporate and financial transactions, including mergers and acquisitions, private equity, capital markets, corporate finance, and general corporate representation.

Almost immediately after the onset of the COVID-19 crisis, its impact on pending M&A deals became clear, as buyers attempted to terminate deals or forestall closings and sellers in turn filed suit. Likewise, legal commentators quickly formed a general consensus on particular legal issues that parties to post-COVID-19 M&A deals would need to address in order to allocate the newly discovered risks of COVID-19 and the widescale economic turmoil arising thereafter...

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