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Author: Robert V. Stefanowski
Publisher: John Wiley & Sons
ISBN: 1118066898
Category : Business & Economics
Languages : en
Pages : 216
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Book Description
Boost M&A outcomes with less risk by learning from mistakes of the past Material Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you’re free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you’re free to walk away. This book explores the full power of the Material Adverse Change clause, and today’s M&A in general. You’ll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made—and propagated—by otherwise intelligent people, so you can identify and eliminate these practices within your own organization. A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. Explore the true root causes of M&A failures of the past Analyze the personality traits that drive suboptimal outcomes Implement new practices to avoid mistakes and close successful deals Learn why common-sense errors are repeated over and over again The M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals.
Author: Sebastian Edrich
Publisher: GRIN Verlag
ISBN: 3346139611
Category : Law
Languages : en
Pages : 42
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Book Description
Seminar paper from the year 2019 in the subject Law - Comparative Legal Systems, Comparative Law, grade: 15 Punkte, University of Augsburg (Juristische Fakultät), course: Schwerpunktseminar, language: English, abstract: It is said that the Material-Adverse-Change (MAC) clause is one of the the most important contract terms of our time. However, due to an almost total lack of proper case law and overall uncertainty regarding its meaning, it is heavily criticized. This might have changed. In December 2018, the Supreme Court of Delaware in the case of Akorn v. Fresenius backed the termination of a merger agreement by first ever enforcing the MAC clause. Using a comparative law approach, this paper examines the MAC clause with special reference to above mentioned precedent case. Particular focus is on the question of whether the extensive judgment creates a framework for the drafting of the contract provision and therefore serves as a basis to provide certainty for MAC clauses in the future. In a next step, MAC clauses in German public takeover offers and resulting drafting differences to the U.S. will be examined. MAC clauses become particularly relevant in times of volatile stock markets. It remains to be seen whether the trend from the U.S. will establish itself in Germany. This paper includes an overview over the current legal status quo in both jurisdictions, an extensive case study and comparison to other relevant cases, and an examination of the structure of a MAC clause with special focus on the "materiality issue". It further examines the implementation of MAC clauses in German takeover offers following the German Takeover Act (WpÜG) and resulting drafting differences.
Author: Robert V. Stefanowski
Publisher: John Wiley & Sons
ISBN: 1118066898
Category : Business & Economics
Languages : en
Pages : 216
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Book Description
Boost M&A outcomes with less risk by learning from mistakes of the past Material Adverse Change will help you close more successful mergers and acquisitions by analyzing the common root causes of deal failures from before the Great Recession to today. The time between signing and closing a deal is a particularly risky period where the buyer has committed to purchase the company, but the seller continues to operate it while waiting for regulatory approval or funding to close out the deal. A Material Adverse Change clause allows the buyer to back out of the transaction if certain adverse events occur during this period. By designing this safety net into the contract, you’re free to take the time to examine records, meet with employees, and fully understand the legal issues at hand. If the target loses value during that time, in certain cases, you’re free to walk away. This book explores the full power of the Material Adverse Change clause, and today’s M&A in general. You’ll dig into the real causes of M&A failure, and discover the traits and practices that lead to poor results as you learn how to avoid these common mistakes and drive more successful deals. Recent case studies highlight common mistakes made—and propagated—by otherwise intelligent people, so you can identify and eliminate these practices within your own organization. A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. Explore the true root causes of M&A failures of the past Analyze the personality traits that drive suboptimal outcomes Implement new practices to avoid mistakes and close successful deals Learn why common-sense errors are repeated over and over again The M&A market has grown to become a major factor in the global economy, yet many buyers do less investigation than consumers making everyday purchases. Material Adverse Change shows you how to slash risk and improve your chances of completing better deals.
Author: Anushka Jasuja
Publisher:
ISBN:
Category :
Languages : de
Pages :
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Book Description
Author: Antonio J. Macias
Publisher:
ISBN:
Category :
Languages : en
Pages : 51
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Book Description
Material Adverse Change (MAC) clauses play key roles in essentially all merger negotiations. Fewer exclusions in MAC clauses imply broader abandonment options for acquirers. We study the motivations for different scopes of acquirers' abandonment options. In our comprehensive hand-collected sample, broader firm-specific abandonment options are associated with higher target announcement returns and higher combined acquirer and target announcement gains, lower probabilities of MAC occurrences, and lower conditional completion rates when MACs occur. They are also more prevalent in higher-quality firms with larger information asymmetries. Overall, the results indicate that targets credibly signal their higher values or greater synergies with broader abandonment options for acquirers.
Author: Robert T. Miller
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement (the signing) and the time the merger is effected and the purchase price paid (the closing). During this period, the business of one of the parties may deteriorate. When this happens to a target company in a cash deal or to either party in a stock deal, the counterparty may no longer want to consummate the transaction. Merger agreements typically protect counterparties against this risk through “material adverse change” (MAC) clauses, which permit the counterparty to cancel the deal if the party suffers a MAC between signing and closing. Despite the complexity of typical MAC clauses, such clauses almost always rely on an undefined concept of materiality, and virtually all of the important reported cases arising from MAC clauses have required the court to decide whether a particular adverse change in a party's business was “material” within the meaning the agreement. In attempting to give content to this term, courts have generally inquired whether the earnings capacity of the company has been substantially impaired. This inquiry, which I call the Earnings Potential Model, proceeds by comparing the actual or expected earnings of the company across various of its fiscal periods. This article reviews all the important reported MAC cases and argues that the Earnings Potential Model has failed to provide courts with a judiciable standard by which to decide MAC cases. In particular, the model cannot explain (a) which fiscal periods of the company ought to be compared with which, and (b) what percent diminution in earnings between such periods is sufficient to cause a MAC. The article then proposes an efficiency interpretation of materiality as used in MAC clauses: assuming the allocation of risk in MAC clauses is efficient, an adverse change is material if, but only if, it is sufficiently large to make the transaction unprofitable for the counterparty. Based on this interpretation, the article explains and defends a new model of MAC clauses, which I call the Continuing Profitability Model. Under this model, a court would apply a simplified discounted cash-flow analysis based on publicly-available data to determine whether, at the time the counterparty declared a MAC, the transaction was still profitable for it. If so, there was no MAC, and the counterparty should have to close the deal or be in breach. If not, then the party was MAC'd and the counterparty should be permitted to cancel the deal. The article concludes by applying the model to the facts in Hexion v. Huntsman, the most recent MAC case in the Delaware Court of Chancery, and argues that the court, misled by the Earnings Potential Model, was clearly mistaken in holding that Huntsman had not been MAC'd.
Author: David Cheng
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 604
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Book Description
Author: Antonio J. Macias
Publisher:
ISBN:
Category :
Languages : en
Pages : 61
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Book Description
I analyze the economic consequences of Material-Adverse-Change clauses (MACs) in merger agreements. MACs, used in more than 90% of acquisitions in my sample, show a high level of customization through the Material-Adverse-Event (MAE) exclusions, which limit the acquirers abandonment option defined through MACs. In this paper, I show the economic consequences of MACs are significant in at least four ways. First, the number of Material-Adverse-Event (MAE) exclusions is negatively related to the premium offered to the target. Second, acquisitions with more MAE exclusions have narrower arbitrage spreads. Third, limiting the abandonment option through MAE exclusions significantly reduces the probability and hazard rates of renegotiation and termination. Finally, acquirers that renegotiate after the target experienced a firm-specific MAE obtain, on average, a 15% reduction in the premium paid. Results imply acquirers are willing to pay more to be able to terminate or renegotiate if necessary. These findings indicate that MACs have an economically meaningful impact on the takeover process.
Author: Robert V. Stefanowski
Publisher:
ISBN:
Category : Employee motivation
Languages : en
Pages : 208
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Book Description
A large acquisition is already a delicate balancing act. Why complicate it with the exponential risk by not doing your homework? This book shows you how to apply best practices to increase your chances of successful deals and avoid potentially career ending mistakes. --
Author: Sarah Worthington
Publisher: Hart Publishing
ISBN: 1841134384
Category : Law
Languages : en
Pages : 711
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Book Description
This book contains essays by legal experts which aim to prompt a critical and constructive reassessment of current commercial law and its practices.
Author: American Bar Association. House of Delegates
Publisher: American Bar Association
ISBN: 9781590318737
Category : Law
Languages : en
Pages : 216
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Book Description
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
