Confucius said: ‘First, let’s define our terms’. This is particularly true with respect to the term ‘material adverse change’ or ‘MAC’. Everybody in M&A refers to it and uses it, sometimes rather light-heartedly. For when parties in an M&A transaction agree to apply a MAC, did they really reach consensus? Is there a universal definition of material adverse change? If not, what are the common definitions and points of negotiation? Where in a sale and purchase agreement does material adverse change play a role and how should it best be addressed? The panel will discuss those issues and try to materially positively change your perception and understanding of the term and its ramifications.
Stefano Micheli Bonelli Erede, Milan
Helen Croke Travers Smith, London
Diana Dimova Kinstellar, Sofia
Ramón Girbau Garrigues, Barcelona
David Oser Homburger AG, Zurich