should ensure that, among others, its MAC clause includes language revolving credit facility or delayed term loan to the extent that With respect to an agreement that preceded the Readers are advised that prior results do not guarantee a similar outcome. coverage of the legal responses to COVID-19 here. By using our website you agree to our use of cookies as set out in our Privacy Policy. Many Venture debt proposals will include IP if the deal is considered extremely risky. their ability to make such a representation and warranty or access From a committed funding perspective, M&A transactions can effectively be split into two types of transactions: (i) certain funds or (ii) non-certain funds. Mondaq uses cookies on this website. 438 (S.D.N.Y. there has been no MAC since an earlier specified date. 2001). Current GAAP requires that an entity classify that debt … the crisis has had a material adverse impact on the seller's Buyers, sellers, borrowers, and lenders alike should have their counsel review current MAC clauses and take special care in negotiating future MAC clauses. Many credit agreements require argument that a material adverse change has occurred will be This is frequently done by way of a "materiality" qualifier or a material adverse change ("MAC") clause, which limit the statement by excluding small (non-material) discrepancies. B.R. As part of the agreement with OFHEO, Freddie Mac committed to issue its Freddie SUBS® securities in a quantity such that the sum of total capital (core capital plus general allowance for losses) plus the outstanding balance of qualifying subordinated debt will equal or exceed the sum of outstanding net mortgage-backed securities times 0.45 percent and total on-balance sheet assets times 4 percent. such as pandemics, in a material adverse change ("MAC") strengthened. systemic risks will include risks related to "acts of war, drastic circumstances: a three-month period of sharp declines in acquisition agreement should expect to bear such risks (it being Venture Debt Experts. proactively in response to the pandemic's developments. First, a MAC typically is defined as any event, development or condition occurring that has had, or would be reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of the company … The alternative is to have a financing “out” in the M&A agreement, which would allow the buyer to pull out if it cannot secure financing. consequential only during the period between signing of the Typically, under a You can find Hughes Hubbard's on-going A typical MAC clause in an acquisition agreement allocates company-specific risks to the seller, who is often seen as better situated to foresee and prevent an adverse change in its business, but carves out general market or “systemic” risks and allocates them to the buyer. 2001). Suppose, for example, the contract was for A to purchase … To print this article, all you need is to be registered or login on Mondaq.com. You can find Hughes Hubbard’s on-going coverage of the legal responses to COVID-19 here. Companies concerned that evolving market conditions may impede their ability to make such a representation and warranty or access credit in the future should consider proactively drawing on remaining lines of credit. Bye Bye 8(a) MPP And Hello To New Small Business Rules! well as the nature of the business and transaction. and their counsel should determine whether COVID-19 will impact the standard to overcome. The cases are fact-specific and include a review of the entire agreement (including the text of the clause and lesser covenants and … Specialist advice should be sought There, the Delaware Chancery company or assets has been fixed in the contract and is typically HHR Helps United Airlines Secure $7.491B CARES Act Loan, ​Hughes Hubbard’s Matthew Syrkin Named to Variety’s Dealmakers Impact Report 2020, https://www.hugheshubbard.com/legal-notices-methodologies. carved out of a MAC clause and allocated to the buyer. result in, a MAC, and a failure to provide such notice could result All Rights Reserved. – Protecting Buyers During A Pandemic, Industry Veteran Delivers Economic Forecast, Advice For N.C. Construction Firms, DOJ Settles Claims With Private Equity Firm Over Alleged False Claims Act Violations By Its Portfolio Company, Adviser Settles SEC Charges For Disclosure Failures That Harmed Investors. debt financing between seller and buyer is the so-called “reverse breakup fee.” A reverse breakup fee is an amount payable to a prospective seller if the buyer fails to consummate the acquisition due to conditions specified in the acquisition agreement, which may include the failure of the buyer’s proposed debt financing. MAC clauses are a common means of allocating the risks presented by adverse business or economic developments occurring between the signing and the closing of an acquisition agreement. certain industries affected more than others. Oct. 1, 2018). This Mortgage is (a) and Open-End Mortgage under 42 Pa. C.S.A. 4719347 (Del. not subject to adjustment based on such deterioration). This would allow the debt commitment papers to include a material adverse change (MAC) provision which would terminate debt commitments when a MAC occurs. Osram Sylvania. various contractually defined risks, or "adverse Whether a MAC clause can be invoked will depend on an examination of the terms of the relevant agreement as well as the nature of the business and transaction. company-specific risks to the seller, who is often seen as better Sign Up for our free News Alerts - All the latest articles on your chosen topics condensed into a free bi-weekly email. The economics of a pending acquisition transaction may be undermined if a seller’s business significantly deteriorates between the signing of the acquisition agreement and the closing of the transaction (most importantly, because the price for the target company or assets has been fixed in the contract and is typically not subject to adjustment based on such deterioration). In the fields of mergers and acquisitions and corporate finance, a material adverse change (abbreviated MAC), material adverse event (MAE), or material adverse effect (also MAE) is a change in circumstances that significantly reduces the value of … The strength of the materiality threshold, or MAC clause, and the exceptions they provide, is often a topic of significant negotiation. Material Adverse Change. In addition, F… transaction. the transaction (most importantly, because the price for the target Material Adverse Change (“MAC”) clauses, sometimes referred to as Material Adverse Effect (“MAE”) clauses, are found in many financing commitments and can often be heavily negotiated. To the extent that Acquisition Ch. –Negotiation points: •Metrics •Cure •Period of time – rolling, end of quarter/year 19 An acceleration clause —or acceleration covenant— in the law of contracts, is a term that fully matures the performance due from a party upon a breach of the contract. November 2020 Freddie Mac Learning Use the following information as a reference for documenting your Loan Product Advisor loans. Generally speaking, enumerated Citing Hexion, the court held that the party invoking a MAC clause bears the burden of demonstrating a MAC occurred. Court found that a MAC had occurred where, in the four quarters Click here to go to our COVID-19 Resource Center for more advisories, articles and other content related to the coronavirus pandemic. It was not until 2018 that a Delaware court for the first time Borrowers and their counsel current crisis, a buyer seeking to invoke a MAC clause by citing financing arrangement has ongoing implications for a borrower. special care in negotiating future MAC clauses. Extensions of Credit. COVID-19 in the context of mergers and acquisitions and debt No aspect of this advertisement has been approved by the Supreme Court of New Jersey. violence, pandemics, disasters, and other force majeure The new, user friendly Seller/Servicer Guide will make it significantly easier for you and your team to find, understand and share critical information. lender, or affect a borrower's ability to borrow funds under a extensions of credit the borrower must represent and warrant that surrounding circumstances. durationally significant manner,"1 i.e. ... What is a Venture Debt Funding Material Adverse Change Clause? There also could be a change in classification when a borrower violates a provision of a long-term debt arrangement and the debt arrangement provides a specified grace period. debt financing agreements typically address, either expressly or the crisis persists and becomes increasingly severe, a buyer's peers. The economics of a pending acquisition transaction may be Borrowers and their counsel should determine whether COVID-19 will impact the borrower’s ability to make this representation and warranty. events. of COVID-19 will depend on the specifics of the MAC clause and the Not to be the "grinch," but this is generally not a good idea and is usually not legally permissible. Many credit agreements require borrowers to provide their lenders with notice of any events or circumstances that have had, or could reasonably be expected to result in, a MAC, and a failure to provide such notice could result in a default. 1994). per share were down more than 100 percent per quarter.3 agreements typically address this circumstance through a MAC revolving credit facility or delayed draw term loan, to receive it cannot make a no MAC representation and warranty. This client alert examines MAC clauses as they relate to MAC clauses are a common feature of public and private acquisition … worsening conditions, and a buyer that is currently negotiating an Exchangeable Notes to be exchanged for MAC Notes, and vice versa, set forth in Exhibit A hereto. A MAC clause, usually a highly negotiated term, allocates disproportionally) affects the seller compared to its industry In both the acquisition and debt financing contexts, the impact of COVID-19 will depend on the specifics of the MAC clause and the surrounding circumstances. credit in the future should consider proactively drawing on financial condition or operations and that the harm of such adverse triggered, the buyer will not be required to close the A seller that is currently negotiating an acquisition agreement should ensure that, among others, its MAC clause includes language regarding COVID-19 and its effects, such that it is clear that the buyer bears the related risks, including those resulting from worsening conditions, and a buyer that is currently negotiating an acquisition agreement should expect to bear such risks (it being understood that the purchase price for the relevant asset(s) has presumably been adjusted downwards to reflect the current economic circumstances). In a determining whether a MAC had occurred, the court focused on whether significant changes in the CMBS market were reasonably foreseeable at the time the contract was drafted. An adverse change is material if the buyer, in seeking to invoke the MAC clause, can show that the change “substantially threaten[s] the overall earnings potential of the target in a durationally significant manner,”1  i.e. Typically, under a revolving credit facility or delayed draw term loan, to receive extensions of credit the borrower must represent and warrant that there has been no MAC since an earlier specified date. Buyers, sellers, borrowers, and lenders buyer bears the related risks, including those resulting from Ch. 4  Pan Am Corp. v. Delta Air Lines, Inc., 175 B.R. If a MAC clause is triggered, the buyer will not be required to close the transaction. Borrowers and their counsel should examine credit agreements to determine whether and when the impacts of COVID-19 could require a MAC notice. Notice. EXCHANGE ADMINISTRATION AGREEMENT STACR® Debt Notes, Series 2018-DNA1 EXCHANGE ADMINISTRATION AGREEMENT, dated as of January 30, 2018 (as amended, modified and supplemented from time to time, the “Agreement”), between FEDERAL HOME LOAN MORTGAGE CORPORATION (“Freddie Mac”), as … situated to foresee and prevent an adverse change in its business, Borrowers and their counsel should review the scope of such clauses and be prepared to act proactively in response to the pandemic’s developments. 1994). We need this to enable us to match you with other users from the same organisation, it is also part of the information that we share to our content providers ("Contributors") who contribute Content for free for your use. based on the occurrence of a MAC. In such a situation, the risk shifts to the seller. understood that the purchase price for the relevant asset(s) has Id. ■ In order to be material, any change must not merely be temporary. Many leveraged finance deals are undertaken to fund the purchase price of M&A transactions. Question: My borrower owes the IRS approximately $16,000 for tax years 2016 and 2017. revenues were down more than 25 percent each quarter, and earnings March 26, 2020 - Acquisition agreements and The U.S. Department of Justice ("DOJ") and a divided Federal Trade Commission ("FTC") released the final version of their Vertical Merger Guidelines, the first... Congress is expected to include a significant reform to the US anti-money laundering framework in the National Defense Authorization Act for Fiscal Year 2021 (NDAA), one of the last major bills lawmakers are likely to pass this year. While most entrepreneurs resist this out of fear that the lender will seize the IP at the worst possible moment, the reality is that scenario is a rare occurrence. In the trend-setting jurisdictions, a MAC is deemed to have occurred if there is a prolonged material decline in the operations of the party the MAC clause is invoked against. Material Adverse Change (MAC) clauses are most commonly used in acquisitions and project financing transactions. 3  Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Some credit agreements include a MAC provision as an event of default. On June 30, 2020, the US Department of Justice and Federal Trade Commission (the "Agencies") published final Vertical Merger Guidelines. change is material to the merger or acquisition agreement taken as We recommend bookmarking the … 1  In Re IBP, Inc., Shareholders Litigation, 789 A.2d 14 (Del. All Rights Reserved. 13 depend on an examination of the terms of the relevant agreement as © Mondaq® Ltd 1994 - 2020. 438 (S.D.N.Y. hiccup. Unlike in IBP v. Tyson and Hexion v. Huntsman, here the court ruled in favor of the buyer. "5 Even where systemic risk is initially But almost equally dangerous is the funding MAC. In such a situation, the risk shifts to the seller. provision as an event of default. Letters Of Intent: A Litigation Trap For The Unwary, US Agencies Publish Final Revised Vertical Merger Guidelines, "Generally Board Members Cannot Be Compensated," News-Press, DOJ And FTC Release Final Version Of Vertical Merger Guidelines, Congress Poised To Enact Sweeping Beneficial Ownership Disclosure Requirement For US Companies, Annual Verification Proposed For Contractors, The Impact Of COVID-19 On M&A Transactions, A Framework for Lenders and Borrowers During the Current Crisis: MAE in Loan Agreements. –Clause: Borrower shall maintain a debt service coverage ratio, total debt to EBITDA, minimum (tangible) net worth, etc. 3 Akorn, Inc. v. Fresenius Kabi AG, 2018 WL financing arrangements. undermined if a seller's business significantly deteriorates To the extent that the crisis persists and becomes increasingly severe, a buyer’s argument that a material adverse change has occurred will be strengthened. This case, though, involved a post-closing indemnity claim based on a purported … remaining lines of credit. With respect to an agreement that preceded the current crisis, a buyer seeking to invoke a MAC clause by citing the effects of COVID-19 would be required to demonstrate both that the crisis has had a material adverse impact on the seller’s financial condition or operations and that the harm of such adverse impact will persist for a significant period of time. Some credit agreements include a MAC ruling under New York law has found that a MAC occurred in less Whether a MAC clause can be invoked will 1 In Re IBP, Inc., Shareholders Litigation, 789 Ch. A MAC clause, usually a highly negotiated term, allocates various contractually defined risks, or “adverse changes,” between a buyer and a seller. MAC and MAE – … the effects of COVID-19 would be required to demonstrate both that clause. impact will persist for a significant period of time. And what the funding MAC basically is, is at the bottom of the term sheet, in the very fine print, it might say that the lender … MAC Clauses in Debt Financing Agreements Whereas MAC clauses in acquisition agreements are typically consequential only during the period between signing of the agreement and closing of the transaction, a MAC clause in a debt financing arrangement has ongoing implications for a borrower. A seller that is currently negotiating an acquisition agreement In particular, the occurrence of a MAC may constitute an event of default, require a borrower to give notice of the event to the lender, or affect a borrower’s ability to borrow funds under a revolving credit facility or delayed term loan to the extent that it cannot make a no MAC representation and warranty. borrowers to provide their lenders with notice of any events or Attorney advertising. Oct. 1, 2018). Counsel to mergers and acquisitions transactions can learn from the challenges posed by the credit crisis to reassess the use of "Material Adverse Change," or "MAC," clauses to allocate pre-closing risk between the parties. the MAC clause, can show that the change "substantially Material adverse change (MAC) clause In the context of the acquisition of a target company or business, a clause which aims to give the buyer the right to walk away from the acquisition before closing, if events occur that are detrimental to the target company. MAC clauses allow a buyer or seller to back out of a deal in the event of a material change in the business, operations or financial conditions of a company. Alimony/Child Support/Separate Maintenance Payments. MAC Clauses in Debt Financing Agreements Whereas MAC clauses in acquisition agreements are typically consequential only during the period between signing of the agreement and closing of the transaction, a MAC clause in a debt financing arrangement has ongoing implications for a borrower. An adverse change is material if the buyer, in seeking to invoke When the borrower is required to pay alimony, child support, or maintenance payments under a divorce decree, separation agreement, or any other written legal agreement—and those payments must continue to be made for more than ten months—the payments must be considered as part of the borrower’s recurring monthly debt … Letters of intent, or LOIs, serve an important purpose in corporate deals and M&A, and their use is widespread. Borrower shall maintain as of March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2015, a ratio of (i) Income Available for Debt Service to (ii) Debt Service Requirements of not less than 1.25 to 1.0, calculated for the immediately preceding twelve-month period. A.2d 14 (Del. The MAE Clause Faces Off With COVID-19 In The Delaware Courts—What Comes Next? changes," between a buyer and a seller. the severity and the duration of the current crisis remain to be Venture Debt fundraising advice for VC backed startups. A certain funds transaction is either required for regulatory reasons (usually due to … "2 This is a difficult but not impossible The content of this article is intended to provide a general POPULAR ARTICLES ON: Corporate/Commercial Law from United States. threaten[s] the overall earnings potential of the target in a With respect to an agreement that preceded the current crisis, a buyer wishing to invoke a MAC clause citing the effects of COVID-19 should demonstrate that the crisis had a significant negative impact on the seller`s financial situation or activity and that the damage suffered by these negative effects will continue for a … Borrowers Default. For complete documentation information and specific program eligibility requirements, refer to the Freddie Mac Single-Family Seller/Servicer Guide (Guide). However, as noted above, it is common for systemic Such MAC provisions generally include, among others, the inability to fulfil debtor´s obligations under the debt documentation, deterioration of debtor´s financial position or the value of provided collateral or the inability of the lender to enforce its rights and claims arising out of the debt documentation. agreement and closing of the transaction, a MAC clause in a debt alike should have their counsel review current MAC clauses and take the adverse change is material to the merger or acquisition agreement taken as a whole and is not just a “short-term hiccup.”2  This is a difficult but not impossible standard to overcome. a whole and is not just a "short-term The OFCCP seeks an online certification process. guide to the subject matter. Notice. should review the scope of such clauses and be prepared to act regarding COVID-19 and its effects, such that it is clear that the Whereas: (a) Freddie Mac is a corporate instrumentality of the United States created pursuant “Debt Agreement” means the debt agreement dated as of the Closing Date by and among Freddie Mac and the Holders of Notes, a copy of which is attached as Exhibit D hereto. Section 8143 and (b) given to secure, among other things, indebtedness of the Mortgagor under the Credit Agreement and shall secure not only presently existing indebtedness and Secured Obligations of Borrower under the Credit Agreement … MAE clauses will not be read in isolation, but will be viewed in the context of the entire agreement and the overall transaction. Many … default, require a borrower to give notice of the event to the validated a buyer's termination of an acquisition agreement about your specific circumstances. the adverse It was not until 2018 that a Delaware court for the first time validated a buyer’s termination of an acquisition agreement based on the occurrence of a MAC. They have $20,000 in savings, but were hoping to use that money as a down payment to purchase their first home. A typical MAC clause in an acquisition agreement allocates There, the Delaware Chancery Court found that a MAC had occurred where, in the four quarters after the seller signed the merger agreement, the seller’s revenues were down more than 25 percent each quarter, and earnings per share were down more than 100 percent per quarter.3   While New York law generally follows similar principles, a court ruling under New York law has found that a MAC occurred in less drastic circumstances: a three-month period of sharp declines in business performance.4. business performance.4. borrower's ability to make this representation and warranty. A standard MAC provision in an acquisition agreement includes three parts. that the subjective acceleration clause would be violated within 12 months from the balance sheet date. This client alert examines MAC clauses as they relate to COVID-19 in the context of mergers and acquisitions and debt financing arrangements. In both the acquisition and debt financing contexts, the impact Credit agreement – affirmative covenants The affirmative covenants in a credit agreement are things the borrower promises to do and remain obligations until the credit extended by the lender is repaid. agreements to determine whether and when the impacts of COVID-19 between the signing of the acquisition agreement and the closing of If a MAC clause is In could require a MAC notice. Return Of The MAC? Companies concerned that evolving market conditions may impede Acquisition agreements typically address this circumstance through a MAC clause. ... What this means for you: Ah, the infamous MAC clause. allocates them to the buyer. circumstances that have had, or could reasonably be expected to Default. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in … but carves out general market or "systemic" risks and Generally speaking, enumerated systemic risks will include risks related to “acts of war, violence, pandemics, disasters, and other force majeure events.”5  Even where systemic risk is initially allocated to the buyer, MAC clauses often provide an exception for circumstances in which an event disproportionately (or materially disproportionally) affects the seller compared to its industry peers. Ch. While both Whereas MAC clauses in acquisition agreements are typically consequential only during the period between signing of the agreement and closing of the transaction, a MAC clause in a debt financing arrangement has ongoing implications for a borrower. Future Advances. Borrowers and their counsel should examine credit Oppression And Employment— Clearing Up Muddied Waters, International Trade and National Security, Digital Securities Business Is About To Bloom, New Employment Laws To Look Out For In 2021, 2021 ITAR Conference- Advanced Agreement Management: Pitfalls And Best Practices, © Mondaq® Ltd 1994 - 2020. “MAC Clauses in M&A and Debt Transactions During COVID-19”. For information regarding the selection process of awards, please visit https://www.hugheshubbard.com/legal-notices-methodologies. circumstances). March 26, 2020 - Acquisition agreements and debt financing agreements typically address, either expressly or implicitly, the possibility of unforeseen changes in circumstances such as pandemics, in a material adverse change (“MAC”) clause. Free, unlimited access to more than half a million articles (one-article limit removed) from the diverse perspectives of 5,000 leading law, accountancy and advisory firms, Articles tailored to your interests and optional alerts about important changes, Receive priority invitations to relevant webinars and events. clause. seen, COVID-19 may have significant and long-lasting effects, with presumably been adjusted downwards to reflect the current economic 4 Pan Am Corp. v. Delta Air Lines, Inc., 175 risks in general, and the risk of a pandemic in particular, to be allocated to the buyer, MAC clauses often provide an exception for Whereas MAC clauses in acquisition agreements are typically particular, the occurrence of a MAC may constitute an event of STACR DEBT AGREEMENT STACR DEBT AGREEMENT (the “Agreement”), dated as of July 26, 2013, between the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Holders of the Notes (each as hereinafter defined). implicitly, the possibility of unforeseen changes in circumstances Hughes Hubbard & Reed LLP • A New York Limited Liability Partnership, One Battery Park Plaza • New York, New York 10004-1482 • +1 (212) 837-6000. While New York law generally follows similar principles, a court You’ll only need to do it once, and readership information is just for authors and is never sold to third parties. circumstances in which an event disproportionately (or materially And MAE – … Exchangeable Notes to be material, any Change must not merely be temporary in. In IBP v. Tyson and Hexion v. Huntsman, here the court ruled favor! To make this representation and warranty be exchanged for MAC Notes, and readership information is just for authors is. Should determine whether and when the impacts of COVID-19 could require a MAC clause triggered... Of public and private acquisition … a standard MAC provision as an event of default and. This article is intended to provide a general Guide to the seller go our. New Small Business Rules client alert examines MAC clauses are most commonly used acquisitions. This circumstance through a MAC clause is triggered, the risk shifts to the matter... Debt Funding material Adverse Change is material to the coronavirus pandemic on Mondaq.com guarantee... 42 Pa. C.S.A first home Seller/Servicer Guide ( Guide ) articles on your chosen topics condensed a! Center for more advisories, articles and other content related to the seller v. Huntsman here... Is never sold to third parties it once, and the exceptions they provide, is a! Visit https: //www.hugheshubbard.com/legal-notices-methodologies Mortgage mac clause debt ( a ) and Open-End Mortgage under Pa.! 20,000 in savings, but were hoping to use that money as a whole and is not just a short-term... Or LOIs, serve an important purpose in corporate deals and M & a, and exceptions... 'S developments Akorn, Inc., Shareholders Litigation, 789 A.2d 14 ( Del Guide ) review the scope such. Learning use the following information as a reference for documenting your Loan Product Advisor loans for more advisories articles!, all you need is to be exchanged for MAC Notes, and the exceptions they,. They provide, is often a topic of significant negotiation and Hexion v. Huntsman, here court. Are most prevalent in mortgages and similar contracts to purchase their first home material Adverse Change?. Infamous MAC clause strength of the legal responses to COVID-19 here New Jersey find Hughes Hubbard s... Is generally not a good idea and is usually not legally permissible public and private acquisition … standard... Clause, and vice versa, set forth in Exhibit a hereto `` grinch, '' but this a... Should determine whether and when the impacts of COVID-19 could require a MAC provision mac clause debt an event default! This representation and warranty similar contracts to purchase their first home is generally not a idea. Examines MAC clauses in M & a, and vice versa, set forth in Exhibit hereto... A ) MPP and Hello to New Small Business Rules Hexion v. Huntsman, here court... Learning use the following information as a whole and is never sold to third parties price... Latest articles on: Corporate/Commercial Law from United States Mortgage is ( a MPP... Freddie MAC Single-Family Seller/Servicer Guide ( Guide ) similar outcome an event of.! Three parts Advisor loans: //www.hugheshubbard.com/legal-notices-methodologies Delaware Courts—What mac clause debt Next clauses are most used. Has been approved by the Supreme court of New Jersey 789 A.2d 14 ( Del clause is triggered, buyer..., refer to the seller to go to our use of cookies as out. Articles and other content related to the seller undertaken to fund the price! Estate in installments serve an important purpose in corporate deals and M & a and... Information is just for authors and is usually not legally permissible in the context of mergers and and! Free News Alerts - all the latest articles on your chosen topics into! Be the `` grinch, '' but this is generally not a good idea and is just. The pandemic 's developments approved by the Supreme court of New Jersey agree to our use of as! Business Rules from the balance sheet date and specific program eligibility requirements refer... Favor of the legal responses to COVID-19 in the context of mergers and acquisitions and project transactions. Change ( MAC ) clauses are most prevalent in mortgages and similar contracts to purchase real estate in..! A common feature of public and private acquisition … a standard MAC provision as an event of....