Page 17 - Material Adverse Effect News Today

STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of June ___, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt... | June 12, 2021

In a recent decision, causation proved to be a determinative factor in the viability of multiple claims subject to the same force majeure clause. District judge rules that broad...

New credit agreements are subject to status. The smallest of nonprofit organizations with a yearly revenue of $5,000 or less do not need to declare themselves to the IRS, so if they were known about and included in the statistics, there would be far more nonprofit organizations in existence than are currently known about.The biggest problem for nonprofit organizations is when the IRS moves the goal posts for tax-exempt status. The only way to use an LLC to hold assets for a Non-Profit Corporat...

DEAL OR NO DEAL? M&A litigation in light of COVID-19 By: Bridgetower Media Newswires May 5, 2021 11:18 am Ryan S. Stippich is a shareholder in Reinhart’s Litigation Practice. The COVID-19 pandemic has presented significant obstacles to M&A transactions. Negotiations have crumbled, closings have been delayed and general M&A activity has declined. Although uncertainty remains about when M&A activity will return to normal, it appears that M&A litigation will increase in coming months. Many...

In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect (“MAE”) that would allow a buyer to terminate an acquisition agreement entered into prior to the COVID-19 outbreak in the U.S. Introduction In early 2019, AB Stable VIII LLC (“Seller”) initiated a sale process for its portfolio of fifteen luxury hotels located in t...

Share A January acquisition deal between medical technology provider Hillrom and cardiac monitoring device maker Bardy Diagnostics has landed in rocky waters, with Hillrom looking to back out of the purchase and Bardy filing a legal complaint to keep things moving forward. According to press releases from Hillrom, the company was caught off guard on January 29 when Novitas Solutions, a Medicare Administrative Contractor (MAC), published reimbursement rates for relevant CPT codes that were ...

COVID-19’s Impact on M&A Transactions and Material Adverse Effect Clauses The COVID-19 pandemic has given rise to many M&A-related disputes. By some estimates, over 3,000 commercial cases were filed in U.S. federal courts alone as a result of the COVID-19 crisis. This figure does not account for numerous COVID-related disputes that were filed in U.S. state courts. Given that many transactions involving Latin American parties incorporate New York law or are based on provisions developed under ...

In re Nine West LBO Sec. Litig., No. 20 MD. 2941 (S.D.N.Y. Dec. 4, 2020) Summary In 2014, Sycamore Partners Management LP (Sycamore) acquired The Jones Group (Jones) in a leveraged buyout. The merger provided for five different components: (1) Jones would merge with a Sycamore affiliate and become “Nine West Holdings” (Nine West); (2) Sycamore would contribute at least US$395 million in equity to Nine West; (3) Nine West would increase its debt from US$1 billion to US$1.2 billion; (4) Jones...

In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought to invoke the provision as a result of the effects of the COVID-19 pandemic. Given the prevalence and importance of MAE Clauses in many commercial contracts such as facility agreements and acquisition agreements, we explore in this article the issues that the UK C...

Material Adverse Effect clauses The importance of a textual analysis of the contractual language in ascertaining the meaning and effect of Material Adverse Effect (MAE) clauses was emphasised in WEX entered into a share purchase agreement with Travelport to acquire two companies that provided virtual credit and payment services to the travel payments market. Under the MAE clause, conditions resulting from a pandemic could only be taken into account if they had a disproportionate effect on the ...