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Material Adverse Change Clauses and Acquisition Dynamics

Author

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  • David J. Denis
  • Antonio J. Macias

Abstract

Material-Adverse-Change clauses (MACs) are present in over 90% of acquisition agreements. These clauses are the outcome of extensive negotiation and exhibit substantial cross-sectional variation in the number and types of events that are excluded from being material adverse events (MAEs). MAEs are the underlying cause of more than 50% of acquisition terminations and 60% of acquisition renegotiations. Moreover, these renegotiations lead to substantial changes in the price offered to target shareholders (13-15%). We find that acquisitions with fewer MAE exclusions are characterized by wider arbitrage spreads (i.e., the difference between the price offered to target shareholders and the current market price of the target s shares) during the acquisition period and are associated with higher offer premiums. We conclude that material adverse change clauses have an economically important impact on the dynamics of corporate acquisitions and stock prices during the acquisition period.

Suggested Citation

  • David J. Denis & Antonio J. Macias, 2010. "Material Adverse Change Clauses and Acquisition Dynamics," Purdue University Economics Working Papers 1242, Purdue University, Department of Economics.
    • Handle: RePEc:pur:prukra:1242
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    File URL: https://business.purdue.edu/research/Working-papers-series/2010/1242.pdf
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    References listed on IDEAS

    as
    1. Mark Mitchell & Todd Pulvino, 2001. "Characteristics of Risk and Return in Risk Arbitrage," Journal of Finance, American Finance Association, vol. 56(6), pages 2135-2175, December.
    2. Ronald J. Gilson & Alan Schwartz, 2005. "Understanding MACs: Moral Hazard in Acquisitions," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 21(2), pages 330-358, October.
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    Full references (including those not matched with items on IDEAS)

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    More about this item

    Keywords

    Acquisitions; Contractual mechanisms; Material-Adverse-Change clause (MACs); Material-Adverse Event (MAE) exclusions; merger agreement; risk allocation; flexibility;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • K12 - Law and Economics - - Basic Areas of Law - - - Contract Law
    • L14 - Industrial Organization - - Market Structure, Firm Strategy, and Market Performance - - - Transactional Relationships; Contracts and Reputation
    • D86 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Economics of Contract Law

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