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OnDemand Course

Avoiding Materially Adverse Side Effects: Drafting and Negotiating MAE Clauses

What constitutes a Material Adverse Effect is one of the most critical and highly-negotiated provisions in a typical M&A transaction. Understanding the nuances of the MAE definition and how the concept is used in an acquisition agreement has serious implications for allocation of risk between the parties, and may allow a buyer to walk away from a deal. This on-demand webinar assists M&A practitioners to avoid pitfalls in negotiating these provisions. The on-demand webinar will refine comprehension of MAE clauses in private company transactions and the competing impact on buyers and sellers. The program will address considerations in drafting MAE clauses, from both the buyer's and seller's perspectives, and will also review critical case law and historical and current data with respect to MAE provisions.


Runtime: 96 minutes
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Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Why Do We Use MAE Clauses?

  • Representations and Warranties
  • Closing Conditions
  • Deal Structure and Usage

Drafting and Tailoring MAE Clauses

  • Buyer Considerations: Scope, Prospects and Quantitative Approaches
  • Seller Considerations: Aggregate Impact, Carve-Outs and Qualifications

MAE Clauses in the Courts

  • Historical Case Law
  • Recent Developments
  • Comparative Perspective, Domestically and Internationally

Trends in MAE Clauses

  • Historical Data
  • Current Trends
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on September 10, 2013.

Call 1-866-352-9540 for further credit information.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Matthew Bielen

Matthew Bielen

McDermott Will & Emery

  • Partner in the Miami office of McDermott Will & Emery LLP
  • Focuses his practice on mergers and acquisitions, private equity transactions and general corporate matters
  • Represents strategic buyers, sellers and private equity sponsors on matters including structuring and negotiating leveraged acquisitions, divestitures, joint ventures, senior and subordinated debt financings, equity financings, minority investments, recapitalizations and executive compensation arrangements
  • Admitted to practice in Florida, California, the District of Columbia and England and Wales (Solicitor)
  • J.D. degree, magna cum laude, Catholic University of America, Columbus School of Law, where he served as a note and comment editor for the Catholic University Law Review
  • Can be contacted at [email protected]
Eric Moskowitz

Eric Moskowitz

Morrison Cohen Llp

  • Partner in the New York office of McDermott Will & Emery LLP
  • Practice emphasizes private and public mergers and acquisitions, joint ventures, securities offerings and governance matters
  • Represents companies in a wide range of businesses, including companies in the media, real estate, technology, hospitality, finance and pharmaceutical industries
  • Admitted to practice in New York and Illinois
  • J.D. degree, cum laude, Northwestern University School of Law, where he served as an associate editor for the Northwestern University Law Review
  • Can be contacted at [email protected]
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 390728
Published 2013
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