Alexander A. Zaria
Тип статьи: jurisprudence
A. A. Zaria,‘Problems of Аpplying the Institute of Material Adverse Change’, Ural Journal of Legal Research, 2020, No. 6. pp. 24-31. DOI 10.34076/2658-512X-2020-6-24-31.
The article examines a popular foreign institution of material adverse change, which, due to the development of Russian turnover, has become widespread in the field of corporate mergers and other deals. Due to the absence of suitable constructions, which is not enshrined in Russian law, that allow you to get out of the contract that has become unprofitable for the buyer company, the use of this construction becomes quite convenient due to its theoretical elaboration. Using the analysis of foreign practice of application and the essence of a material adverse change, the possibilities of implementing this institution in Russian law and also the ways of its effective application in practice in various jurisdictions are investigated.
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material adverse change, futility, corporate merger, moral hazard, conditional deals