Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Material Adverse Change Trap Killed a Billion Dollar Deal
Episode 70 of The Acquisition Talk digs into the Material Adverse Change clause — the MAC — and how one sentence in a purchase agreement killed a $1.2 billion acquisition in April 2026. Lucas and Luna walk through the actual language that let the buyer walk, the Delaware court precedent that shaped it, and what middle-market sellers need to watch for in their own SPA. Specific, concrete, and actionable for anyone selling a business.
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The skinny
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