One of the consequences of my having written articles on “material adverse change” provisions is that I get calls from reporters asking for insightful observations about any MAC dispute that makes the news. This time, it’s the lawsuit filed by Sallie Mae against a buyout group led by J.C. Flowers. Click here to see the WSJ Law Blog’s item on this dispute.
But the sad fact is that the utterly fact-specific nature of MAC disputes means that generally they’re not conducive to glib pronouncements—the best I can offer is a snooze-inducing explanation of where MAC provisions fit in the M&A scheme of things. Don’t expect to see my name in any news accounts of this dispute.