How Deal Killers Use The Material Adverse Change Clause

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · May 31, 2026 · 10m · transcript

Lucas and Luna break down the Material Adverse Change clause -- the obscure contract provision that can kill a billion-dollar deal overnight. Using the 2020 LVMH-Tiffany dispute as the anchor case, they explain how MAC clauses work, what counts as a material change, and why the COVID-19 pandemic became the ultimate stress test for this clause. Lucas walks through the specific language that forced a court showdown and how LVMH ultimately closed the deal at a lower price. Luna challenges whether the clause is ever exercised in practice versus used as leverage. A focused, practical look at one…