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Highlights Applying New York law, the U.S. District Court for the Southern District of New York rules that a party can invoke a contractual force majeure provision to terminate a contract on the ground that the COVID-19 pandemic and resulting government-imposed restrictions on business operations fit within the meaning of a "natural disaster." The court's ruling joins the growing list of jurisdictions that have interpreted "natural disaster" to extend beyond weather-related and environmental disasters. "It cannot be seriously disputed that the COVID-19 pandemic is a natural disaster." This s...

To print this article, all you need is to be registered or login on Mondaq.com. This is part five of a series focusing on current M&A trends, opportunities and challenges. With positive news with respect to vaccines, there are reasons for optimism that the worst of the COVID-19 pandemic and the corresponding governmental health restrictions may ease in 2021. However, it also seems increasingly clear that this easing is still months away, and that pandemics and other unforeseen crises are a reality that businesses will need to address on an on-going basis in the future...

[co-author: Meg Williams - Articling Student] In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material adverse effect (MAE) clauses. Unsurprisingly, this jurisprudence has become more prominent as a result of the suddenness and uncertainty of the COVID-19 pandemic. In this decision, Koehnen J. considered the applicability of an MAE clause and other covenants in a share purchase agreement, and provided guiding principles for the an...

In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material adverse effect (MAE) clauses. Unsurprisingly, this jurisprudence has become more prominent as a result of the suddenness and uncertainty of the COVID-19 pandemic. In this decision, Koehnen J. considered the applicability of an MAE clause and other covenants in a share purchase agreement, and provided guiding principles for the analysis of these commonly-negotiated but rarely...