Em busca da força material
: as cláusulas MAC (material adverse change) e MAE (material adverse effect) em contratos de compra e venda de empresas

  • Olívia da Silva Almeida (Student)

Student thesis: Master's Thesis

Abstract

This dissertation is about the inclusion of MAC (Material Adverse Change) and MAE (Material Adverse Effect) clauses in contracts for the purchase and sale of companies, and the problematic search for the material force of a given event and its effect/s. The aim of this research is, therefore, an attempt to establish the criteria to be observed in the qualification of a particular change and effect/s, as "materials". We will then start with the context of the clausular type in which MAC and MAE clauses are often included. In effect, we will deal with the purchase and sale contract, as a transmissive form of business, and as an instrument for distributing risk, as it is composed of several "parts" with this function, including the aforementioned clauses. It will then be from this introductory basis that we will begin our treatment of these clauses. I will define them, address their purpose, origin and evolution, comparing them with other clauses, that are equally important in the legal-business area, and pointing out their main modalities. Therefore, we will proceed to a critical analysis of the elements that compose them, paying particular attention to "materiality". In this regard, we will mention some of the most relevant court decisions on the subject, after which we will try to establish, based on them, a way of evaluating the existence, or not, of "materiality". We will reflect on the "life course" of a clause of this type, ending with the relationship between it and the institute of changing circumstances. Finally, we will conclude with our final reflections.
Date of Award17 Sept 2024
Original languagePortuguese
Awarding Institution
  • Universidade Católica Portuguesa
SupervisorJosé Engrácia Antunes (Supervisor)

Keywords

  • Material adverse change
  • Material adverse effect
  • Materiality
  • Company purchase and sale agreement

Designation

  • Mestrado em Direito

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