Material Adverse Change: Has The Goalpost Moved?

Law360, New York (January 16, 2014, 12:48 AM EST) -- The financial storm of 2008 created deal market chaos at the time and left deal professionals shaken for quite a while. However, it did produce a modest silver lining: some clarity from the Delaware courts with respect to the contours of what constitutes a “material adverse change” in the context of an acquisition agreement. This clarity arose primarily from the decision by the Delaware Chancery Court in Hexion v. Huntsman.

In that case, a private equity purchaser refused to close an acquisition and alleged, among other...
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