Skip to main content

Nixon Peabody LLP

  • People
  • Capabilities
  • Insights
  • About
Trending Topics
    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    Practices

    View All

    • Affordable Housing
    • Community Development Finance
    • Corporate & Finance
    • Cybersecurity & Privacy
    • Entertainment & Media
    • Environmental
    • Franchising & Distribution
    • Government Investigations & White Collar Defense
    • Healthcare
    • Intellectual Property
    • International Services
    • Labor, Employment, and Benefits
    • Litigation
    • Private Wealth & Advisory
    • Project Finance
    • Public Finance
    • Real Estate
    • Regulatory & Government Relations
    Industries

    View All

    • Aviation
    • Cannabis
    • Consumer
    • Energy
    • Financial Services
    • Healthcare
    • Higher Education
    • Infrastructure
    • Manufacturing
    • Nonprofit Organizations
    • Real Estate
    • Sports & Stadiums
    • Technology
    Value-Added Services

    View All

    • Alternative Fee Arrangements

      Developing innovative pricing structures and alternative fee agreement models that deliver additional value for our clients.

    • Continuing Education

      Advancing professional knowledge and offering credits for attorneys, staff and other professionals.

    • Crisis Advisory

      Helping clients respond correctly when a crisis occurs.

    • DEI Strategic Services

      Providing our clients with legal, strategic, and practical advice to make transformational changes in their organizations.

    • eDiscovery

      Leveraging law and technology to deliver sound solutions.

    • Environmental, Social, and Governance (ESG)

      We help clients create positive return on investments in people, products, and the planet.

    • Global Services

      Delivering seamless service through partnerships across the globe.

    • Innovation

      Leveraging leading-edge technology to guide change and create seamless, collaborative experiences for clients and attorneys.

    • IPED

      Industry-leading conferences focused on affordable housing, tax credits, and more.

    • Legal Project Management

      Providing actionable information to support strategic decision-making.

    • Legally Green

      Teaming with clients to advance sustainable projects, mitigate the effects of climate change, and protect our planet.

    • Nixon Peabody Trust Company

      Offering a range of investment management and fiduciary services.

    • NP Capital Connector

      Bringing together companies and investors for tomorrow’s new deals.

    • NP Second Opinion

      Offering fresh insights on cases that are delayed, over budget, or off-target from the desired resolution.

    • NP Trial

      Courtroom-ready lawyers who can resolve disputes early on clients’ terms or prevail at trial before a judge or jury.

    • Social Impact

      Creating positive impact in our communities through increasing equity, access, and opportunity.

    • Women in Dealmaking

      We provide strategic counsel on complex corporate transactions and unite dynamic women in the dealmaking arena.

    1. Home
    2. Who We Are
    3. Media
    4. Material adverse change clauses remain a vital piece of M&A agreements, according to Nixon Peabody’s 17th MAC Survey

      Media

    Material adverse change clauses remain a vital piece of M&A agreements, according to Nixon Peabody’s 17th MAC Survey

    Nov 20, 2019

    LinkedInX (Twitter)EmailCopy URL

    Contact

    Nicholas Braude

    Director of Media Relations

    • Office +1 617.345.1063
    • nbraude@nixonpeabody.com

    New York, NY. Despite economic and geopolitical uncertainty in the U.S. and around the world—the Federal Reserve’s lowering of interest rates, the upcoming U.S. presidential election, Brexit, and cross-border tariffs—mergers and acquisitions continue to be a favored approach to growth, and material adverse change (MAC) clauses continue to be an important feature of M&A agreements.

    This is according to global law firm Nixon Peabody’s 17th MAC Survey, which examines MAC clauses in M&A agreements. Our 2019 MAC Survey takes a close look at clauses relating to interest rates, exchange rates, and political environment, among others, and serves as a pulse check on the market’s response to shifts in economic and social forces shaping the deal-making environment

    “In a rare—and perhaps precedent-setting—decision, the Delaware Chancery Court found that a MAC had occurred and allowed health care company Fresenius Kabi AG to back out of a merger with pharma company Akorn, Inc.,” said Richard F. Langan Jr., partner in Nixon Peabody’s Corporate practice and lead author of the firm’s MAC Survey. “Given this, MAC clauses will continue to be a regular part of the acquisition agreement lexicon.”

    Nixon Peabody’s 16th MAC Survey was cited in the Delaware Chancery Court’s decision in Akorn, Inc. v. Fresenius Kabi.

    Nixon Peabody’s analysis included the review of publicly filed acquisition agreements for transactions with values in excess of $100M dated between June 1, 2018 and May 31, 2019. Our team of corporate attorneys reviewed 200 agreements, which included asset purchase, stock purchase, and merger agreements. The surveyed transactions represent an expansive array of industries—including software and technology, energy, and biopharmaceutical—and range in value from $100M to over $74B.

    78 deals, valued at $1B or more, were analyzed in the sample and Nixon Peabody’s team compared them to all deals reviewed during the period examined. Our survey found that MAC clauses appeared at a higher rate with deals of this magnitude, with notable carve-outs such as changes in the economy, changes to the target company’s trading price, and the ability of the target to meet revenue or earnings projections, among others.

    “These are exciting times we live in, and I anticipate 2020 to be another robust year of M&A deals, in volume and in deal size. I expect this activity will be driven by the continuation of a low interest rate environment and the availability of significant capital commitments to the private equity community,” said Richard Langan.

    Nixon Peabody M&A MAC Clause Survey

    The Nixon Peabody 2019 MAC Survey takes a close look at MAC clauses and serves as a pulse check on the market’s response to shifts in economic and social forces shaping the deal-making environment.

    Practices

    Corporate & Finance

    Professionals in the Practice Area

    View All
    • Christopher P. Keefe

      Partner / Chair, Business & Finance Department
      • Boston
      • Office:+1 617.345.1350
      • ckeefe@nixonpeabody.com
      Christopher P. Keefe
    • Todd Tidgewell

      Partner / Leader, Corporate Practice Group
      • Albany
      • Office:+1 518.427.2705
      • ttidgewell@nixonpeabody.com
      Todd Tidgewell
    • Philip B. Taub

      Partner / Head of Private Equity
      • Boston
      • Office:+1 617.345.1165
      • ptaub@nixonpeabody.com
      Philip B. Taub
    • Lori B. Green

      Partner / Co-Leader, M&A & Corporate Transactions Team / Co-Leader, Cannabis Practice
      • Rochester
      • Office:+1 585.263.1236
        Mobile:+1 585.281.3076
      • lgreen@nixonpeabody.com
      Lori B. Green
    • Robert A. Drobnak

      Partner / Practice Group Co-leader, Global Finance
      • Chicago
      • Office:+1 312.977.4348
      • radrobnak@nixonpeabody.com
      Robert A. Drobnak
    View All

    Insights And Happenings

    • Alert

      Intellectual property law after Brexit

      March 3, 2020
    • Alert

      SEC proposes amendments to Regulation S-K disclosure requirements

      Feb 10, 2020

    Subscribe to stay informed of the latest legal news, alerts, and business trends.Subscribe

    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    • Cookie Preferences
    • Privacy Policy
    • Terms of Use
    • Accessibility Statement
    • Statement of Client Rights
    • Purchase Order Terms & Conditions
    • Nixon Peabody International LLC
    • PAL
    © 2025 Nixon Peabody. All rights reserved