Remove 2001 Remove Acquisitions Remove Negotiation
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Drinks With The Deal: Debevoise’s Levitsky on Journey From Public Service to Private Practice

The Deal

“There was a need for a young lawyer willing and able to be on the ground in Kosovo and negotiate with the parties,” Jon Levitsky said on the podcast, and he became the deal lawyer on the Kosovo peace process. “I I was parachuted in to support” the senior diplomats who were leading the negotiations. Discovery Inc.

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Material Adverse Effect Clauses

The M&A Lawyer

Otherwise, the buyer may terminate the acquisition agreement. Virtually all acquisition agreements include a formal definition of Material Adverse Effect in the Definitions section. 2001) ; Hexion Specialty Chemicals, Inc. Specifically, an MAE must not have occurred during the gap period. This is often referred to as a MAC out.

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Anatomy of a Stock Purchase Agreement

The M&A Lawyer

Most private M&A transactions are structured as acquisitions of stock , rather than mergers or asset purchases. Some, such as “Liabilities,” “Material Adverse Effect” or “Seller’s Knowledge” (or their equivalents) are used throughout the contract and may be the subject of extensive negotiations.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. We can no longer give this advice. Huntsman Corp. ,