Decoding "Ordinary Course Of Business" In M&A Transactions

In common parlance, transactions entered in the "ordinary course of business" include transactions carried out in the day-to-day course of business to further the company's business, in line with its charter documents. Black's Law Dictionary defines ordinary course of business as "normal routine in managing trade or business". The Law Dictionary defines the phrase as "those activities that are necessary and normal". Despite frequent usage of the phrase in numerous legislations and mergers and acquisitions agreements ("M&A Agreements"), its interpretation remains a matter of debate. An assessment of whether a transaction is in the ordinary course of business can differ on a case-to-case basis.