EPISODE · Jun 10, 2026 · 7 MIN
Why the MAC Clause Killed a Billion-Dollar Deal
from The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · host Fexingo
Lucas and Luna dissect how a single Material Adverse Change clause unraveled a $1.2 billion acquisition in June 2026. They walk through the real-world trigger — a sudden regulatory shift in EV battery raw materials — and explain why MAC clauses are the most fought-over paragraph in M&A contracts. Along the way, they break down the five key components every operator should understand: the definition of 'material,' the carve-outs for industry-wide events, the burden of proof, the time horizon, and the interplay with reverse termination fees. Listeners come away with a concrete framework for negotiating their own MAC clauses, whether they're buying a $5 million indie brand or a $500 million industrial firm. No fluff, just the mechanics that determine whether a deal closes or collapses. #MACClause #MaterialAdverseChange #MergersAndAcquisitions #DealCertainty #BusinessPodcast #FexingoBusiness #Business #Finance #MADeal #ContractLaw #DueDiligence #EVBattery #RegulatoryRisk #ReverseTerminationFee #DealBreak #AcquisitionTalk #IndieMergers #BuyoutStrategy Keep every episode free: buymeacoffee.com/fexingo
What this episode covers
Lucas and Luna dissect how a single Material Adverse Change clause unraveled a $1.2 billion acquisition in June 2026. They walk through the real-world trigger — a sudden regulatory shift in EV battery raw materials — and explain why MAC clauses are the most fought-over paragraph in M&A contracts. Along the way, they break down the five key components every operator should understand: the definition of 'material,' the carve-outs for industry-wide events, the burden of proof, the time horizon, and the interplay with reverse termination fees. Listeners come away with a concrete framework for negotiating their own MAC clauses, whether they're buying a $5 million indie brand or a $500 million industrial firm. No fluff, just the mechanics that determine whether a deal closes or collapses. #MACClause #MaterialAdverseChange #MergersAndAcquisitions #DealCertainty #BusinessPodcast #FexingoBusiness #Business #Finance #MADeal #ContractLaw #DueDiligence #EVBattery #RegulatoryRisk #ReverseTerminationFee #DealBreak #AcquisitionTalk #IndieMergers #BuyoutStrategy Keep every episode free: buymeacoffee.com/fexingo
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Why the MAC Clause Killed a Billion-Dollar Deal
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