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Drafting Material Adverse Change (MAC) Clauses (teleseminar)
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This program will provide you with a practical guide using and drafting MAC clauses in transactions.

When: 10/20/2016
1:00 PM to 2:00 PM
Where: United States
Contact: (404) 521-0781

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Drafting Material Adverse Change (MAC) Clauses, 1 CLE hour

1:00 p.m. E.T. (60 minutes)


Material Adverse Change (MAC) clauses are common in the operative agreements of most major transactions. They allow the buyer and seller to allocate the risk of certain adverse developments occurring between the time agreements are executed and the transaction actually closed.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted.  Buyers wanted maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Within the bracket of those two opposing views there are a host of narrow and technical but supremely important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.

• How Material Adverse Chance (MAC) clause are used to allocate risk in transactions 
• Defining what events, developments or events constitute a MAC
• Drafting carve-outs from the definition of a MAC
• Negotiating positions of buyers and sellers
• Practical process of “proving” a MAC occurred, including burden of proof
• Forms of MACs – closing conditions or representations?
• Practical impact of establishing a MAC occurred – what happens to the transaction?
• Spotting red flags when drafting MAC clauses and best practices to reduce the risk


Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

Laura B. Springer is an attorney in the Washington, D.C. office of Venable, LLP, where she has experience drafting and structuring corporate transaction documents, including purchase agreements, operating agreements, stockholder agreements, non-disclosure agreements, licensing agreements, data supply arrangements, professional services arrangements and other sourcing agreements.  Ms. Springer received her B.A. from the University of Virginia and her J.D., cum laude, from Boston College of Law.


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