To embed, copy and paste the code into your website or blog: The global outbreak of COVID-19 hit the United States in March 2020. Over a year later, it has irrevocably altered the way that M&A parties negotiate and structure agreements for the purchase and sale of private companies. In the wake of the pandemic, parties to privately negotiated M&A agreements have begun adding provisions or modifying existing ones to account for the many challenges COVID-19 has presented. For example, since March 2020, many M&A agreements specifically include or exclude the pandemic and its effects from the definition of “material adverse event” (MAE). This definition and the negotiations relating to it are extremely important because the definition serves the purposes of (a) allocating pre-closing adverse-change risk and (b) qualifying the seller’s or the company’s representations or bring-down closing conditions.