Geopolitical Escalation And M&A Disputes: Would An Iran–US Conflict Trigger A MAC In UAE Transactions?

Heightened geopolitical tensions in the region—including the prospect of an Iran–US conflict—are prompting renewed scrutiny of risk allocation in UAE-linked M&A transactions. A key issue emerging in active and recently signed deals is whether such developments could constitute a Material Adverse Change (MAC), thereby entitling buyers to terminate or renegotiate transaction documents.

MAC Under UAE Law: A Contract-Driven Concept

Under UAE law, MAC is not a statutory doctrine. Its applicability depends entirely on contractual drafting. Accordingly, whether a geopolitical event qualifies as a MAC is determined by the precise wording of the transaction documents, rather than the nature or scale of the event itself.