id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
inlawrev-28362	Morgan, Peggy	The Big MAC: How Should Courts Approach MAC Clauses in Merger and Acquisition Agreements?	2024	23	.pdf	application/pdf	10822	531	58	Although MAC clauses have been ubiquitous in merger and acquisition agreements for a long time, the Delaware Court of Chancery’s 2001 decision in IBP was among the first to conclusively decide whether a MAC had occurred, laying the foundation for future MAC clause litigation.33 Prior to the IBP ruling, MAC case law was uncertain with no established framework for determining the materiality of a change in the target’s business, arguably the most important factor in MAC litigation.34 In IBP, Tyson, the nation’s leading chicken distributor, sought to out-bid a competitor to acquire IBP, aiming “to create the world’s preeminent meat products company. PEGGY MORGAN* INTRODUCTION Since the twentieth century, material adverse change (“MAC”) clauses— otherwise known as material adverse effect (“MAE”) clauses—have existed generally in the United States as perfunctory boilerplate provisions included in merger and acquisition agreements and received little, if any, attention in litigation.1 Beginning in the early 2000s, however, MAC clauses began evolving into intricately detailed and complex transactional creatures with counsel on both sides vying to preemptively memorialize every condition that could constitute a MAC along with the relevant carve-outs.2 Although MAC clauses were once simple and unremarkable, the clause’s increased detail—and subsequent litigation—has been sparked, in part, by major world events including natural disasters, wars, terrorist attacks, international calamities, and, most recently, the COVID-19 pandemic.3	cache/inlawrev-28362.pdf	txt/inlawrev-28362.txt