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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.

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Court Of Chancery Addresses Material Adverse Change Clause In Commercial Contract

The Mrs. Fields Brand Inc. v. Interbake Foods LLC, C.A. 12201-CB (June 26, 2017)

A material adverse change or effect clause permits a party to avoid its contractual obligations under certain circumstances. Delaware courts have addressed so-called “MAC” clauses in the merger agreement context on a number of occasions. Under that precedent, the party claiming a MAC has a high burden of proof and the alleged adverse change to a company’s business must be unexpected, serious, and extend over a significant period of time. A short-term hiccup is not a MAC. This decision is notable because it largely extends this law to the commercial contract context.