Delaware Once More Rejects a Buyer's Efforts to Invoke an MAE Clause | Weil, Gotshal & Manges LLP
To embed, copy and paste the code into your website or blog: On July 9, 2021, the Delaware Court of Chancery issued its latest decision determining whether a buyer’s attempted invocation of a Material Adverse Effect (MAE) clause was effective to excuse the buyer’s failure to close an acquisition of the target company pursuant to a signed merger agreement. While the court relied upon well-trodden paths in reaching its determination that no MAE had in fact occurred, there are a few takeaways worthy of note—i.e., (a) the seemingly “unknown event” element of IBP, Inc.’s theoretical u...