Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Material Adverse Change Clause That Cost a Seller 44 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a painful but instructive deal: a mid-market manufacturing business that lost $44 million when the buyer invoked a material adverse change clause after a routine regulatory setback. The seller assumed the MAC clause was boilerplate, but the definition of 'material' was unusually broad—and the buyer's interpretation held up in negotiation. Lucas breaks down the exact language that caused the damage, how the seller's team could have narrowed it, and what every operator should check before signing a letter of…
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