The material adverse change clause, typically granting an acquiring party a right to refuse to complete an M&A transaction if there is a material adverse change at the target prior to closing, is a standard feature in U.S. acquisition agreements. Indeed, the evidence is that the majority of U.S. M&A deals feature a material adverse change, or “MAC,” clause or condition.1 It is understandable, then, that U.S. parties may be surprised at the differences in the market practice and legal framework relating to MAC clauses in Europe. This article provides a general overview of MAC clauses as used in three key European legal systems—England, France and Germany—and highlights contemporary practice and law in those jurisdictions.
MAC Clauses in the United States
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