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
    • Environmental
    • Franchising & Distribution
    • Government Investigations & White Collar Defense
    • Healthcare
    • Intellectual Property
    • International Services
    • Labor & Employment
    • Litigation
    • Private Wealth & Advisory
    • Project Finance
    • Public Finance
    • Real Estate
    • Regulatory & Government Relations

    Industries

    View All

    • Cannabis
    • Consumer
    • Energy
    • Entertainment
    • Financial Services
    • Healthcare
    • Higher Education
    • Infrastructure
    • Manufacturing
    • Non Profit
    • Real Estate
    • 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.

    • 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.

    1. Home
    2. Insights
    3. Alerts
    4. M&A deal language zeroes in on global risksAlerts

    Alert / MAC Survey

    M&A deal language zeroes in on global risks

    May 18, 2023

    Share

    By Richard Langan, Jr., Christopher Keefe, Todd Tidgewell, John Partigan and Philip Taub

    The Nixon Peabody MAC Survey studies deal trends involving material adverse change clauses on M&A transactions. Keep reading to learn what trends have the industry talking.

    What’s the impact?

    • MAC clauses in merger agreements outline the conditions that allow the buyer to walk away from a deal—they appear at similar rates across industries but are more common in the largest deals ($1B+).
    • Pro-bidder language is more common, with terms allowing for a broader scope of “materially adverse” events—frequently, MACs are about COVID-19 or geopolitical risks rather than stock prices.
    • MACs can be expected to remain a permanent fixture of the M&A environment.

    Request a copy of the MAC Survey

    DOWNLOAD

    PDF: M&A deal language zeroes in on global risks

    In an era where the “new normal” is characterized by concurring economic and political curveballs, one constant remains—material adverse change (MAC) clauses play an important role in M&A agreements.

    To gain insights into the M&A landscape, we reviewed 293 deals worth more than $100 million (including 13 worth more than $1 billion). Our analysis of MAC clauses in these publicly filed acquisition agreements evinces a dealmaking climate highly sensitive to developments both in the United States and around the world. The deal landscape has shifted as companies and investors factored in concerns about the Russian invasion of Ukraine and a series of interest rate increases by the Federal Reserve. As we near the midpoint of 2023, market indicators suggest dealmaking may rebound, but it’s clear the era of “expecting the unexpected” is not over. For that reason, MACs remain integral to corporate transactions as businesses adjust to unprecedented conditions.

    Key findings of the Nixon Peabody MAC Survey

    Caution and an ever-present concern for unforeseeable changes seem to have inspired nearly all sizable M&A transactions to include detailed MAC clauses. Among the clauses we analyzed, several discernable trends stood out.

    • Trends in exclusion language
      Pro-bidder language is increasingly common. While deal terms tend to guard against a broader scope of “materially adverse” events, how is the marketplace approaching general business risk?
    • What’s driving exceptions
      While the volume of MAC clauses appears to be industry-agnostic, they are more common in the largest deals ($1B+). Top players are becoming more sensitive to geopolitical risk than stock prices.
    • Awareness is the new MAC
      Given increased consciousness of how global health, geopolitical, and legal developments affect deals, MACs are poised to remain a permanent fixture of the M&A environment.

    Request a copy of the Nixon Peabody MAC Survey for more information on the deals influencing this year’s survey and insights into dealmaking trends.

    Nixon Peabody has a pulse on the M&A landscape, and we help sophisticated companies and investors navigate the MAC trends created by a rapidly changing marketplace. Our team looks forward to connecting with you about how MACs can help your business strengthen new opportunities and close deals.

    For more information on the content of this alert, please contact your Nixon Peabody attorney. 

     

    Practices

    M&A and Corporate TransactionsCorporate & FinanceSecurities & Capital MarketsPrivate Equity & Investment Funds

    Insights And Happenings

    • Alert

      SEC adopts amendments on share repurchase disclosures

      May 10, 2023
    • Article

      Macro trends in the consumer products M&A market

      April 26, 2023
    • Article

      Healthcare M&A Trends and Opportunities for 2023

      Feb 14, 2023
    The foregoing has been prepared for the general information of clients and friends of the firm. It is not meant to provide legal advice with respect to any specific matter and should not be acted upon without professional counsel. If you have any questions or require any further information regarding these or other related matters, please contact your regular Nixon Peabody LLP representative. This material may be considered advertising under certain rules of professional conduct.

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

    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    • © 2023 Nixon Peabody. All rights reserved
    • Privacy Policy
    • Terms of Use
    • Statement of Client Rights
    • Supplier Diversity Program
    • Nixon Peabody International LLC
    • PAL