The Court of Chancery “Edits” a Material Adverse Effect Definition That’s “Obviously Wordy and Full of Synonyms”

Written by Ross Guberman on December 5, 2020

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In the holiday spirt, the Vice Chancellor Laster just sent contract drafters a gift: His new blockbuster COVID-related decision “edits” the Material Adverse Effect definition driving the M&A dispute.

Here’s the original, the court’s discussion, a redline, and a revised version. Do you agree that the language the Court of Chancery suggests cutting is “obviously wordy and full of synonyms”? Does “resulting from,” for example, encompass “arising out of” and “attributable to”?

 

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Ross Guberman

Ross Guberman

Ross Guberman is the president of Legal Writing Pro LLC and the founder of BriefCatch LLC. From Alaska and Hawaii to Paris and Hong Kong, Ross has conducted thousands of workshops on three continents for prominent law firms, judges, agencies, corporations, and associations. His workshops are among the highest rated in the world of professional legal education.

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