Analysis

Delaware Shaped Deal Clauses, Disclosures In 2020

Law360 (December 23, 2020, 5:31 PM EST) -- The Delaware judiciary had its hands full in 2020, tackling mergers and acquisitions-related matters like the role of material adverse effects clauses in deal terminations and the limits of the Corwin ruling when it comes to shareholder disclosures.

Here, Law360 explores the top takeaways from situations the Delaware courts dealt with last year that will leave a lasting imprint on M&A in 2021 and beyond.  

MAE and MAC Clauses Aren't Escape Hatches

Material adverse effect and material adverse change clauses, or MAEs and MACs, are standard, mostly interchangeable features of merger agreements that narrowly define circumstances for parties to terminate a transaction....

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