MAC Clauses and Indemnification Provisions in M&A Deals: Recent Trends in Negotiating and Drafting
Implications of Recent Deal Litigation on the Negotiation of MAC Clauses; Latest Developments in Delaware Statute of Limitations
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide guidance to deal counsel for negotiating and drafting material adverse change (MAC) clauses and the key indemnification provisions in M&A deals based on a recent survey of 278 acquisition agreements publicly filed between June 1, 2015 and May 31, 2016 and recent market trends. Two experienced M&A practitioners who published the survey will lead the discussion.
- Negotiating MAC clauses
- Be specific about conditions constituting a MAC
- Use broadly written MAC clauses only as “backstop” protection
- Watch language construction
- Include broad language to cover unknown risks
- Buyer should attempt to limit specific MAC exceptions seller proposes
- Negotiating indemnification provisions in private company M&A transactions
- Materiality scrapes
- Survival periods
- Baskets, caps, escrow provisions
- Consequential damage waivers
- Anti-sandbagging clauses
- Recent developments in Delaware statute of limitations
The panel will review these and other key issues:
- How has recent deal litigation impacted the negotiation of MAC clauses?
- How can counsel for buyers and sellers best mitigate risk when drafting and negotiating MAC clauses?
- What are the current trends to consider when drafting and negotiating indemnification provisions?
John C. Partigan
Mr. Partigan concentrates his practice in federal securities law matters and mergers and acquisitions. His mergers... | Read More
Mr. Partigan concentrates his practice in federal securities law matters and mergers and acquisitions. His mergers and acquisitions practice includes public and privately negotiated acquisitions and divestitures in a variety of industries. His securities practice includes representing issuers in connection with primary and secondary public offerings of debt and equity securities.Close
Richard F. Langan, Jr.
Mr. Langan has extensive experience in domestic and cross-border corporate transactions, including public and privately... | Read More
Mr. Langan has extensive experience in domestic and cross-border corporate transactions, including public and privately negotiated mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions, leveraged buyouts and other private equity transactions, corporate restructurings and corporate governance, including engagement with activist investors. He regularly represents Fortune 500 companies, private equity firms, global banking and financial institutions and multinational corporations. He has written extensively and presents on M&A issues.Close