Material-Adverse-Change clauses in Public Takeovers in the Case of Akorn v. Fresenius. A Comparative Law Approach PDF Download
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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: 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: Mark Zerdin
Publisher:
ISBN: 9781804491409
Category :
Languages : en
Pages : 0
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Book Description
Author: James C. Freund
Publisher: Law Journal Press
ISBN: 9781588520005
Category : Business & Economics
Languages : en
Pages : 620
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Book Description
Anatomy of a Merger is a guide to handling a corporate acquisition negotiation successfully. Topics include the basic acquisition agreement; bargaining techniques applicable to substantive issues, and more.
Author: Roberta Romano
Publisher: American Enterprise Institute
ISBN: 9780844738369
Category : Business & Economics
Languages : en
Pages : 180
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Book Description
This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.
Author: Franklin Gevurtz
Publisher: West Academic Publishing
ISBN: 9781683285328
Category : LAW
Languages : en
Pages : 411
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Book Description
Gevurtz & Sautter's Hornbook on Mergers and Acquisitions provides a comprehensive exploration of this important topic. Written in a casual style designed to engage the reader, the book clarifies and critiques critical doctrine. In addition to covering corporate laws governing mergers and acquisitions, the book explores securities, tax, and antitrust laws, as well as addressing the business, financial, and practical lawyering aspects of mergers and acquisitions.
Author: Paola Lozano
Publisher:
ISBN: 9781838627522
Category : Consolidation and merger of corporations
Languages : en
Pages : 285
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Book Description
Author: Edward Poulton
Publisher: Globe Law and Business Limited
ISBN: 9781905783939
Category : Consolidation and merger of corporations
Languages : en
Pages : 0
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Book Description
In this title leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in 20 key jurisdictions.
Author: Tina L. Stark
Publisher: Aspen Publishing
ISBN: 1454829052
Category : Law
Languages : en
Pages : 752
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Book Description
An eagerly anticipated second edition of this established and highly regarded text teaches the key practice skill of contract drafting, with emphasis on how to incorporate the business deal into the contract and add value to the client's deal. Features: More exercises throughout the book, incorporating More precedents for use in exercises Exercises designed to teach students how to read and analyze a contract progressively more difficult and sophisticated New, multi-draft exercises involving a variety of business contracts New and refreshed examples, including Examples of well-drafted boilerplate provisions More detailed examples of proper way to use shall Multiple well-drafted contracts with annotations Revised Aircraft Purchase Agreement exercise to focus on key issues, along with precedents on how to draft the action sections and the endgame sections. Expanded explanations of endgame provisions, along with examples and new exercises
Author: Lou R. Kling
Publisher: Law Journal Press
ISBN: 9781588520562
Category : Business & Economics
Languages : en
Pages : 1528
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Book Description
This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition.
Author: Roman L. Weil
Publisher: John Wiley & Sons
ISBN: 1118237404
Category : Law
Languages : en
Pages : 1022
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Book Description
Here’s all the information you need to provide your clients with superior litigation support services. Get up to speed quickly, with the aid of top experts, on trial preparation and testimony presentation, deposition, direct examination, and cross-examination. Authoritative and highly practical, this is THE essential guide for any financial expert wanting to prosper in this lucrative new area, the lawyers who hire them, and litigants who benefit from their efforts. "This work of amazing breadth and depth covers the central issues that arise in financial expert testimony. It is an essential reference for counsel and practitioners in the field."—Joseph A. Grundfest, The William A. Franke Professor of Law and Business, Stanford Law School; former commissioner, United States Securities and Exchange Commission.
