Material Adverse Change Provisions in Acquisition Agreements

Summary

This practice note discusses "Material Adverse Change" or "Material Adverse Effect" definitions (referred to herein as MAC provisions). MAC provisions are integral in acquisition agreements and often highly negotiated. This practice note will cover the ways in which MAC concepts are used in acquisition agreements, drafting and negotiation considerations, the components of the definitions, common carve-outs included in the definitions, and enforcement of such provisions.