Class 9 - Slides

Class 9 - Slides - ▪ Easing the burden on the...

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1 [NYCorp: 2568627.10] Mergers & Acquisitions Cornell Law School Fall Semester 2009 Mark I. Greene Cravath, Swaine & Moore LLP Richard Hall Cravath, Swaine & Moore LLP
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[NYCorp: 2568627.10] 2 Class 9 Material Adverse Change Provisions
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[NYCorp: 2568627.10] 3 Material Adverse Change (“MAC”) What is a MAC? Where are MAC clauses found? Reps and warranties stand-alone “absence of MAC” representation qualifiers to representations and warranties Closing conditions stand-alone conditions that reps and warranties be true
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[NYCorp: 2568627.10] 4 Material Adverse Change Function
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Unformatted text preview: ▪ Easing the burden on the representations and warranties ▪ Gives buyer a “walk-away” right ▪ Shorthand drafting tool: difficult to reach agreement on specific walk-away rights ► Selected exceptions to MAC clauses ▪ General industrial conditions ▪ Matters relating to the transaction ► In the news ▪ Huntsman ▪ Rohm & Haas [NYCorp: 2568627.10] 5 Material Adverse Change ► Selected drafting issues ▪ Material to whom? ▪ Short-term vs. long-term ▪ “Prospects” ▪ Disproportionate effect concept...
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