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13:40
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Originally posted by Jjkan12
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Why include a quantifiable MAC? The answer is that it gives the bidder negotiating room to cut the price in the face of a downturn or similar. Cosette seems to have declined to negotiate down prior to the vote; they may have serious guidance here that breach of the quantified MAC is non-trivial; and we will have no idea about the nature of the other alleged breaches. This case need not even focus on materiality thresholds like most of the relevant case law; if the judge is compelled by submissions that the stipulated EBITDA quantum was breached then Mayne fails. It’s an accountancy / prospectus issue with limited guidance in case law, since the latter is typically qualitative. (Again, Twitter is not a helpful precedent and Pendal is distinguishable.)I’m not saying that’s a probable outcome; the upside is attractive, but I would not wager on a predictable judiciary.
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As Paul Keating once said "always back self-interest".
(20min delay)