Following the onset of the COVID-19 pandemic, M&A practitioners were immediately confronted with questions from clients regarding the applicability of material adverse effect and other materiality provisions in M&A agreements and force majeure clauses in leases and other operating agreements.

Much has been written about whether the pandemic resulted in a material adverse effect (MAE) for purposes of M&A agreements or whether force majeure clauses excuse nonperformance under material agreements. However, attorneys negotiating pending and future M&A transactions should also consider the impact of the pandemic on other deal terms. This article discusses certain other key provisions that practitioners consider reviewing with their clients.

Issues to Discuss with M&A Clients