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Inside Internal Controls

News and discussion on implementing risk management

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What constitutes a MAC in an M&A deal?

On October 1, 2018, the Delaware Court of Chancery released its decision in Akorn, Inc. v. Fresenius Kabi AG, finding for the first time that a buyer had properly terminated a public company merger agreement based on the occurrence of a “material adverse effect” (sometimes also referred to as a “material adverse change,” “MAC” or “MAE”).

 

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Regulations to enable government to expand electronic commerce

The federal government has proposed regulations to permit increased electronic interaction with certain government departments. In 2012, the government amended the Department of Human Resources and Skills Development Act to enable the department, and programs under the department’s auspices, to expand and coordinate their electronic commerce initiatives.

 

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