Corporate Finance

Material adverse change in Dutch M&A transactions

By Rudolph A. I. Snethlage, TeekensKarstens advocaten notarissen

Over the past 15 years, there have been several serious events which had a negative economic impact on a global scale. A few examples include 9/11, the bankruptcy of Lehman Brothers and the subsequent credit crunch and recession, not to mention the more recent threat of a Grexit. Imagine being absorbed in closing an important deal and pending completion when, quite suddenly, Greece announces it is leaving the European Monetary Union. Fortunately, your client, who is the purchaser, stipulated that the sale and purchase agreement (SPA) should contain a “MAC-clause”.  Does the Grexit qualify as material adverse change (MAC), allowing your client to step back or modify the deal?

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Corporate Finance

M&A deals involving Brazilian distressed companies

By Vitor dos Santos Henriques & Thiago Jun Machado, Santos Neto Advogados

Certain sectors of the Brazilian economy are facing deep losses due to inefficient management or lack of alternative financing. In some cases, such as sugaralcohol and industrial equipment supply areas, the companies are demanding judicial recovery, a procedure set forth in Brazilian Bankruptcy Law that is similar to the Chapter 11 in the US.

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