Material Adverse Change Clauses: When Can a Buyer Walk Away?
Under the clause in Cosette v Mayne Pharma, only when the events it relies on, measured net of every consequence, cross the contractual threshold, and only
Contracts, structures and governance for businesses that need the paperwork to hold when something goes wrong.
Buying or selling a business, from the term sheet and due diligence through to completion and the restraints that follow.
Commercial disputes in the NSW, ACT and Federal courts, resolved early where that is possible and run properly where it is not.
Your product scales digitally. Your contracts have to scale with it.
Where the law changed, what it now requires, and what a business has to do about it.
One question worked through end to end, with the provisions and the decisions it rests on.
What a judgment decided, and what follows from it for anyone in the same position.
A German desk for businesses moving between Australia and the German-speaking market.
Singapore law where it governs the contract, and the arbitral seat that carries much of the region’s work.
Under the clause in Cosette v Mayne Pharma, only when the events it relies on, measured net of every consequence, cross the contractual threshold, and only
Mylan. The same funding decision, attacked under the general anti-avoidance rule rather than the transfer pricing rules, on a different test.