Material adverse change: Difference between revisions

From The Jolly Contrarian
Jump to navigation Jump to search
Created page with "The material adverse change — fondly known as a “MAC” is something ineffable and hard to describe in concept, but you will know one when you see it. It is a hotl..."
 
No edit summary
 
(3 intermediate revisions by the same user not shown)
Line 1: Line 1:
The [[material adverse change]] — fondly known as a “[[MAC]]” is something ineffable and hard to describe in concept, but you will know one when you see it. It is a hotly debated topic among the [[negotiator]] community, and a good example of the limitations of all this breathless [[smart contract]] chat.
{{a|contract|}}The [[material adverse change]] — fondly known as a “[[MAC]]” is something ineffable and hard to describe in concept, but you will know one when you see it. It is a hotly debated topic among the [[negotiator]] community and a good example of the limitations of all this breathless [[smart contract]] chat.
====English law====
But what, exactly, is “material”? English lawyers might shrug and be a little hand-wavy here — you know, not trivial; not formalistic:
{{quote|“‘Material’ has its normal meaning of something which is real, substantial, significant, not ''de minimis'', something which would affect the way in which you look at something but not necessarily decisively”.<ref>{{citen|Attrill & Ors|Dresdner Kleinwort Ltd|2012|EWHC|1189}} cited in {{citen|Decura|UBS|2015|EWHC|171}} see {{plainlink|https://www.bailii.org/ew/cases/EWHC/Comm/2015/171.html|transcript}}</ref>}}


{{seealso}}
====Our American friends====
But as the [[doyen of drafting]] attests,<ref>[[A Manual of Style For the Drafting of Contracts|Ken Adams]], {{plainlink|https://www.adamsdrafting.com/rethinking-material-and-mac/|''Rethinking “Material” and “Material Adverse Change”''}}</ref> our [[litigationey]] [[US attorney|American friends]] have gone further down the rabbit-hole than that. Of ''course'' they have. There is US authority that “material” means “information that, if known, would cause a party to walk away from the transaction”. This is a high bar: a lot higher than “non-trivial”.
 
{{sa}}
*[[Events of default]]
*[[Events of default]]
*[[Termination events]]
*[[Termination events]]
*[[Creditworthiness]]
*[[Creditworthiness]]
*[[Smart contract]]s
*[[Smart contract]]s
{{ref}}

Latest revision as of 13:32, 13 August 2024

The basic principles of contract
Formation: capacity and authority · representation · misrepresentation · offer · acceptance · consideration · intention to create legal relations · agreement to agree · privity of contract oral vs written contract · principal · agent

Interpretation and change: governing law · mistake · implied term · amendment · assignment · novation
Performance: force majeure · promise · waiver · warranty · covenant · sovereign immunity · illegality · severability · good faith · commercially reasonable manner · commercial imperative · indemnity · guarantee
Breach: breach · repudiation · causation · remoteness of damage · direct loss · consequential loss · foreseeability · damages · contractual negligence · process agent
Remedies: damages · adequacy of damages ·equitable remedies · injunction · specific performance · limited recourse · rescission · estoppel · concurrent liability
Not contracts: Restitutionquasi-contractquasi-agency

Index: Click to expand:
Tell me more
Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

The material adverse change — fondly known as a “MAC” is something ineffable and hard to describe in concept, but you will know one when you see it. It is a hotly debated topic among the negotiator community and a good example of the limitations of all this breathless smart contract chat.

English law

But what, exactly, is “material”? English lawyers might shrug and be a little hand-wavy here — you know, not trivial; not formalistic:

“‘Material’ has its normal meaning of something which is real, substantial, significant, not de minimis, something which would affect the way in which you look at something but not necessarily decisively”.[1]

Our American friends

But as the doyen of drafting attests,[2] our litigationey American friends have gone further down the rabbit-hole than that. Of course they have. There is US authority that “material” means “information that, if known, would cause a party to walk away from the transaction”. This is a high bar: a lot higher than “non-trivial”.

See also

References

  1. Attrill & Ors v Dresdner Kleinwort Ltd [2012] EWHC 1189 cited in Decura v UBS [2015] EWHC 171 see transcript
  2. Ken Adams, Rethinking “Material” and “Material Adverse Change”