MAC clauses remain relatively rare in Europe (14% of deals): this ensures seller deal certainty.
Central and Eastern Europe sees the most MAC clauses and arbitration is the most likely dispute resolution mechanism in this region.
"The Economics of Deal Risk: Allocating Risk through MAC Clauses in Business Combination Agreements." William and Mary Law Review 50: 2007-2103.
Some acquiring companies have utilized the MAC clause to walk away from a deal because the target became less attractive during the interval period (Herman and Piereck, 2010).
, because they have been interpreted the way they have, you need them but no one should engage in over-reliance on them."
suggest that future MAC clauses will adopt thresholds in readily proven
would suggest that vague MAC clauses yield benefits only by reducing the
Galil, MAC Clauses in a Materially Adversely Changed Economy, 2002 COLUM.
Toub, Note, "Buyer's Regret" No Longer: Drafting Effective MAC Clauses in a Post-IBP Environment, 24 CARDOZO L.
have thus given rise to more litigation than any other provision of merger agreements, and the amounts in controversy in such cases have often been spectacular.
In the past two quarters, lenders have relied upon MAC clauses
to change the credit spread, and thus the coupon, after a borrower had rate locked.
In the next edition of Banker Middle East, two years on from the grim days of September 2008, Rodgin Cohen talks about whether Lehman should have been allowed to fall, his views on M&A and MAC clauses
and offers the readers of Banker Middle East a few suggestions on what can be done to create a stronger global banking system.