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Abstract: 

As a result of the COVID-19 pandemic, many companies have suffered declines in operational and financial performance, which has disrupted numerous pending M&A transactions, leading to terminations, renegotiations, and litigation. In this article, the authors begin with a survey of COVID-19’s effect on pending M&A transactions. They then discuss the one case to date that directly addresses the interpretation of key transaction terms with respect to COVID-19-related claims. Next, they consider COVID-19’s effect on new M&A deal-making. They close with an appraisal of the continuing legacy of COVID-19 in M&A transactions going forward.

Keywords: Attempted Terminations; AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, et al; COVID-19 Exception to “Material Adverse Effect”

Affiliations:  1: Simpson Thacher & Bartlett LLP; 2: Simpson Thacher.