Joe Brown and Deborah Gordon published in AHLA's Business Law Update
"Use of Material Adverse Change Clauses in Healthcare Transactions"

Joe Brown and Deborah Gordon's article "Use of Material Adverse Change Clauses in Healthcare Transactions" was published in American Health Lawyers Association Business Law Update on July 21, 2009. Their article provides an overview of how the material adverse change clause (MAC clause) may affect any healthcare entity contemplating a transaction such as merger, acquisition, or financing. MAC clauses allow a party to a contract to back out of its commitment under the pretext that the general situation has declined to such a degree that had the invoking party known of the impending decline earlier, it would not have entered into the deal in the first place. There are two particular qualities which make MAC clauses dangerous and controversial: (1) They are broad catch-alls; and (2) MACS are subjective and therefore easily revoked.

The Business Law Update is an email alert that is sent to over 2500 healthcare professionals. The American Health Lawyers Association (Health Lawyers) is the nation's largest, nonpartisan, 501(c)(3) educational organization devoted to legal issues in the healthcare field with more than 10,000 members.