MAE clauses in M ​​& A contracts, updates on normal business operations obligations Part XNUMX

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Donald Batterson, co-chair of Jenner & Block's Cross-Border Practice Group and Japan Practice, will discuss MAE clauses and business operating obligations in M&A.

In Part19, we will talk about the Material Adverse Effect (MAE), which is an important bargaining point in various M & A contracts. Wherever the buyer is exempt from the closing obligation in the presence of MAE, previous US case law has not allowed MAE to occur. I will talk about how COVID-XNUMX influences this MAE decision based on the latest case law. The lecture will be in English and will include Japanese commentary by Miwa Masada.

Donald E.Batterson,Partner

Attorney Don Batterson is a co-representative of the cross-border practice group and co-representative of Japan Practice, and is a member of the M & A and Securities Law Practice Group in the firm.

He handles M & A, related transactions, private securities transactions, securities laws and regulations, credibility obligations, and corporate law cases, and provide advice on well-known and complex transaction cases of various public and private companies including Japanese companies. For example, he represented Takeda Pharmaceutical Company Limited in 2008 for the multi-billion dollar split of TAP Pharmaceutical Products, Inc., a joint venture with Abbott Laboratories. He also represented General Motors in 2007 when it sold its Allison Transmission business for $ 56 billion, and it is a significant asset to a new US Treasury-sponsored company in 2009. He also represented the company in a highly successful deal that sold most of it (through Section 363).He represented the CEO of Takelec Global and a number of executives in the sale of Takelec Global to Oracle Corporation.

He has been highly regarded by the Leading Lawyers Network in the Mergers & Acquisitions, Public Companies Law, and Securities and Venture Finance Law categories for six consecutive years and was named one of the Best Lawyers in Mergers & Acquisitions and Buyouts, M&A, and Mid-Market by The Legal 6 in 2010.

Miwa Shoda, Partner

While in school, she passed the Japanese (former) bar exam in 2001 and worked as an attorney at Mori Hamada & Matsumoto, a major Japanese law firm, from 2004 to 2007. After graduating from the University of Chicago Law School LL.M. in 2008, she started working in Los Angeles. Since 2009, she has been a member of Jenner & Block LLP, and as a partner lawyer representing Japan Practice, various cases such as litigation, M & A, corporate law cases, intellectual property cases, privacy / data protection cases, antitrust cases, white-collar cases, etc. We represent many Japanese companies in such cases.

She has served as lead counsel in most of the cases in which Jenner & Block has represented Japanese companies. Ms. Shoda's extensive practical experience as an attorney both in Japan and the U.S., and her advice based on a thorough understanding of Japanese business culture, are highly regarded by Japanese companies in various industries that have faced legal issues in the U.S., where the legal system and business culture are very different.

She represents Japanese companies in a variety of industries. Some of Attorney Shoda's clients include general electrical manufacturers, industrial machinery manufacturers, major banks and financial institutions, various trading companies (both general and specialized), contract clinical development companies, pharmaceutical companies, game software sales and development companies, food companies, airline companies, retail companies, advertising agencies, AI-related software development companies, etc.

She is a qualified lawyer in California, New York, Japan (Japan is currently adjourned) and certified as a US Information Privacy Expert (CIPP / US).

Jenner & Block LLP

Jenner & Block is a general law firm with a total of approximately 500 lawyers in Chicago, Los Angeles, New York, Washington DC and London, providing a variety of legal services across the United States and the United Kingdom. Since its founding in 1914, it has been rated as one of the top lawyers in the United States in various practice areas, and in 2020, more than 40 of our attorneys were recognized as "Top Lawyers in the U.S." in Chambers USA, and more than 30 of our practice groups were rated among the top in the country. The firm also receives very high ratings each year in US News' "Best Law Firms," and in 2020, more than 30 of the firm's practice groups were rated "Tier 1" (the highest level). The firm has been repeatedly named to The American Lawyer's "A-List" (the top 20 law firms in the United States, which also reflects the satisfaction and diversity of its attorneys).

Jenner & Block has a lawyer who has a wealth of experience in providing legal services to Japanese companies and co-accepting with a highly acclaimed Japanese law firm. In addition to a number of attorneys with experience as exchange attorneys at Japanese law firms in various practice groups, the firm has Japanese partners who are admitted to practice law in both Japan and the U.S. (currently on leave in Japan) and who have experience in both areas.

At Jenner & Block, our Japanese attorneys are familiar with the legal systems and procedures in the U.S. and Japan, and are able to communicate with Japanese companies in Japanese to explain the complex legal systems and procedures unique to the U.S. so that Japanese companies can make informed decisions. We fully understand the cultural differences and coping mechanisms necessary to properly represent Japanese companies in the U.S., and we provide high quality legal services in line with the unique characteristics of Japanese companies.