Covid-19: the return of the MAC clauses.

Original article in Italian published on the legal review Diritto Bancario on March 17 2020 (available at this LINK). 1. Introduction. In M&A contracts, “material adverse change” clauses allow the purchaser to withdraw from contracts should unpredictable circumstances having a material adverse impact occur (“’MAC Clauses”). 2. From the twin towers to the credit crunch….

How to make M&A in emerging countries – Part 1: Deal Rules

Cultural issues may be addressed by an agreement on the deal rules. Here is why and how. Time and space: “time is the longest distance between two places”. In certain corners of this planet, time flows at a different pace. Notably, negotiations via electronic means tend to be less fruitful and definitively take more time…

How to escape from a joint venture (Part 1)

In business, a joint-venture is the experience most similar to a marriage. The last of your thoughts is to prepare for the time the love is gone. Indeed, when structuring a joint venture, the parties tend to focus more on the “true love” side of the papers and a bit less on the “divorce” scenarios….