Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Material Adverse Change Trap That Killed a $200 Million Deal
Lucas and Luna dissect a 2025 Delaware Chancery Court ruling where a buyer walked away from a $200 million acquisition after a target company lost its largest customer post-signing. The seller sued, arguing the loss was temporary and not a Material Adverse Change. The court sided with the buyer, setting a precedent on what counts as 'material' in MAC clauses. Lucas explains the five key factors judges weigh, Luna questions how sellers can protect themselves. The episode closes with a thoughtful reflection on risk allocation in M&A contracts. A must-listen for founders, private…
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