Dealmaking and the M&A market remain resilient according to Nixon Peabody 16th annual MAC Survey



December 18, 2017

Media Relations Manager
Jaszver Bauzon
jbauzon@nixonpeabody.com
212-224-7602

New York, NY. Despite political uncertainty in the United States and around the world, M&A activity has continued at a healthy pace in the last year. This is according to global law firm Nixon Peabody’s 2017 MAC Survey, which takes a look at material adverse change (MAC) clauses in acquisition agreements as a pulse-check on the market’s responses to the shifts in economic, geopolitical and societal forces that shape the dealmaking environment.

Unique to this year’s survey, Nixon Peabody’s team of corporate attorneys analyzed the deals in our sample valued at $1B or more and compared them to all deals reviewed. Our survey found that billion-dollar deals are more stringently negotiated and contain more MAC exceptions on average, with exceptions relating to changes in economic and political conditions, the target’s stock price and failure to meet earnings projections, among others. MAC exceptions shift risks to the bidder.

Nixon Peabody’s analysis included the review of publicly filed acquisition agreements for transactions with values in excess of $100M dated between June 1, 2016, and May 31, 2017. Our team of corporate attorneys reviewed 203 agreements which included asset purchase, stock purchase, and merger agreements. The surveyed transactions represent an expansive array of industries and range in value from $100M to over $85B.

“This year, we continue to observe in MAC clauses an awareness of political and legal developments as they affect deals. With the election and inauguration of a president who has promised to push for sweeping policy changes, including an overhaul of the U.S. tax code, the dealmaking climate is likely to shift in turn,” said Richard F. Langan, Jr., partner in Nixon Peabody’s Public Company Transactions practice. “We will continue to closely monitor how the dealmaking market responds to these, and other, developments in the years to come.”

Survey Highlights

Highlights of the 2017 MAC Survey

Methodology: Nixon Peabody’s analysis included the review of publicly filed acquisition agreements for transactions with values in excess of $100M dated between June 1, 2016 and May 31, 2017. Our team of corporate attorneys reviewed 203 agreements which included asset purchase, stock purchase, and merger agreements. The surveyed transactions represent an expansive array of industries and range in value from $100M to over $85B. Unique to this year’s survey, Nixon Peabody’s team of corporate attorneys analyzed the deals in the sample valued at $1B or more and compared them to all deals reviewed.

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