MAC Clauses in Business Transactions

course

COURSE INFO

  • Available Until 5/2/2021
  • Next Class Time 10:00 AM MT
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 05022019
  • MCLE Credits 1 hour(s)


Course Price: $79.00
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COURSE DESCRIPTION

Material Adverse Change (MAC) clauses are common in most business transactions. These clauses allocate among the parties the risk of a materially adverse change occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted.  Buyers wanted maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Within the bracket of those two opposing views there are a host of narrow and technical but supremely important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.

  • Defining what constitutes a “Material Adverse Change” and carve-outs
  • Forms of MACs – closing conditions or representations?
  • Practical process of “proving” a MAC occurred, including burden of proof
  • What happens to the transaction if a MAC occurred?
  • Spotting red flags when drafting MAC clauses and best practices to reduce the risk

Speakers:

Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.