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ARTICLE · 13 NOVEMBER 2026

Mayne v Cosette MAC Decision Upheld On Appeal

Herbert Smith Freehills Kramer LLP
Herbert Smith Freehills Kramer LLP
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Herbert Smith Freehills Kramer LLP

Herbert Smith Freehills Kramer LLP

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The NSW Court of Appeal has upheld a lower court decision in a high-stakes dispute between Cosette Pharmaceuticals and Mayne Pharma Group, clarifying critical principles around Material Adverse Change clauses in M&A transactions. The ruling addresses when parties can legitimately terminate acquisition agreements and how courts interpret financial thresholds in scheme implementation deeds.

AustraliaCorporate/Commercial Law
Mia Harrison-Kelf
Mia Harrison-Kelf
Samuel Moran
Samuel Moran
Anna Forrest
Anna Forrest
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The NSW Court of Appeal has rejected all grounds of appeal brought by Cosette Pharmaceuticals, Inc in its attempt to establish it had a right to terminate the scheme implementation deed with Mayne Pharma Group Limited, reinforcing that the threshold for proving a MAC involves a high standard.

In brief

The NSW Court of Appeal has rejected all grounds of appeal brought by Cosette Pharmaceuticals, Inc (Cosette) in its attempt to establish it had a right to terminate the scheme implementation deed with Mayne Pharma Group Limited (Mayne).

The Court of Appeal’s decision makes clear that:

  • The terms of the SID are the source of truth and Courts will interpret the drafting strictly, and accordingly parties should be very specific in MAC drafting.

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