Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Material Adverse Change Clause Killed a $500 Million Deal
When a buyer walks away from a signed acquisition, the Material Adverse Change clause is usually the weapon they reach for. In this episode, Lucas and Luna dissect a 2024 case where a mid-market industrial company lost $500 million in deal value after a routine quarterly dip triggered the MAC clause. They walk through the exact language that sank the deal, how the seller fought back in Delaware Chancery Court, and three concrete prophylactic measures every operator should demand before signing an LOI. No generic warnings — this is the specific trap that separates experienced sellers from…
The skinny
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