EPISODE · May 31, 2026 · 10 MIN
How Deal Killers Use The Material Adverse Change Clause
from The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · host Fexingo
Lucas and Luna break down the Material Adverse Change clause -- the obscure contract provision that can kill a billion-dollar deal overnight. Using the 2020 LVMH-Tiffany dispute as the anchor case, they explain how MAC clauses work, what counts as a material change, and why the COVID-19 pandemic became the ultimate stress test for this clause. Lucas walks through the specific language that forced a court showdown and how LVMH ultimately closed the deal at a lower price. Luna challenges whether the clause is ever exercised in practice versus used as leverage. A focused, practical look at one of M&A's most powerful and misunderstood provisions. Perfect for operators, deal lawyers, and anyone who's ever wondered how a signed merger agreement can still fall apart. #MergersAndAcquisitions #MACClause #MaterialAdverseChange #LVMHTiffany #DealStructuring #MergersAndAcquisitionsLaw #Business #BusinessPodcast #FexingoBusiness #MAndA #AcquisitionTalk #DealLawyers #PrivateEquity #CorporateDevelopment #MAndALitigation #ContractLaw #LVMH #TiffanyAndCo Keep every episode free: buymeacoffee.com/fexingo
What this episode covers
Lucas and Luna break down the Material Adverse Change clause -- the obscure contract provision that can kill a billion-dollar deal overnight. Using the 2020 LVMH-Tiffany dispute as the anchor case, they explain how MAC clauses work, what counts as a material change, and why the COVID-19 pandemic became the ultimate stress test for this clause. Lucas walks through the specific language that forced a court showdown and how LVMH ultimately closed the deal at a lower price. Luna challenges whether the clause is ever exercised in practice versus used as leverage. A focused, practical look at one of M&A's most powerful and misunderstood provisions. Perfect for operators, deal lawyers, and anyone who's ever wondered how a signed merger agreement can still fall apart. #MergersAndAcquisitions #MACClause #MaterialAdverseChange #LVMHTiffany #DealStructuring #MergersAndAcquisitionsLaw #Business #BusinessPodcast #FexingoBusiness #MAndA #AcquisitionTalk #DealLawyers #PrivateEquity #CorporateDevelopment #MAndALitigation #ContractLaw #LVMH #TiffanyAndCo Keep every episode free: buymeacoffee.com/fexingo
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How Deal Killers Use The Material Adverse Change Clause
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