A review of MAC Clauses in a COVID-19 Climate in Japan

Considerations when reviewing your MAC Clause in a COVID-19 Climate

As was the case after the global financial crisis in 2008 and Japan's triple disaster in 2011, companies are turning their minds to their potential exposure to, or their ability to rely on, material adverse change (MAC) clauses in light of recent events surrounding COVID-19.

In an M&A context, a MAC clause enables a buyer to walk away from a transaction before closing if an event or circumstance arises which has, or could reasonably be expected to have, a material adverse effect on the target company's operations and financial condition.

Although the application of a MAC clause will largely depend on how the particular clause has been drafted, below is a short overview of the some of the issues you may need to consider in assessing whether COVID-19 and its flow on effects could trigger a MAC clause on your transaction.

Read More: A review of MAC Clauses in a COVID-19 Climate in Japan


Jacky Scanlan-Dyas
Wataru Kamoto
Viet Nguyen
Senior Associate
Reina Goto


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