A Material Adverse Change Clause (often “MAC” or “MAE”) is a provision in a purchase agreement that allows a buyer to refuse to close (or renegotiate) if the target suffers a material adverse change between signing and closing, subject to negotiated exceptions. In M&A, a Material Adverse Change Clause is heavily negotiated because it allocates interim business risk, and courts interpret Material Adverse Change Clause language narrowly based on facts and drafting.
Ryan RobertsStartup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.
