COVID-19: The MAC and an Update on Buyer Protection in a Pandemic

Last month the UK High Court decided on some preliminary issues in a dispute where the buyer sought to invoke a material adverse effect (“MAE”)1 condition in a share purchase agreement (“SPA”) to enable it withdraw from the acquisition.2  The question of whether the MAE clause could be relied upon by the buyer to walk away from the transaction has yet to be addressed but the decision raises important points for the proper construction, and likely interpretation, of such clauses.