Material Adverse Change (Mac) Clauses and the $3 Billion Tiffany Vs. LVMH Dispute: When Every Word Counts

Introduction Funny how something as massive as a billion-dollar merger can hang on a line or two buried deep in a contract. Not the headlines. Not the handshake photos. Just a clause most people skip over—until everything hinges on it. In late 2019, LVMH made its move. The luxury giant announced plans to buy Tiffany & Co. for $16.2 billion. It was gutsy—the kind of deal that gets analysts talking. Tiffany brought legacy. LVMH had reach. On paper, the pairing looked unstoppable. Then came...