MAC in the News Again

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.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.