Issues In Private M&A Resulting From COVID-19

The COVID-19 pandemic has changed the way we do business, resulting in many changes to the law to deal with the economic and social changes and it will no doubt change the way transactions are implemented in Australia. This piece is designed to prompt thoughts of what changes may be required in private M&A documents in order to accommodate and allocate risks (and to deal with procedural and logistical matters) relating to COVID-19 and the fallout from this pandemic.

Material adverse change or material adverse effect clauses

One of the first provisions in a sale agreement which a purchaser may look to for deal protection is a material adverse change (MAC) (or material adverse effect) clause either as a condition to completion or as an express termination right.