La cláusula del cambio material adverso

Abstract

The Material Adverse Clause is used in mergers and acquisitions with the intent to allow the parties to determine the acquirer’s possibility to terminate the contract without incurring in breach of contract. This Clause has had its main development in The United States, especially through jurisprudence of the Delaware Court, that seek to resolve conflicts when an acquirer alleges the existence of a material adverse change in order to terminate the contract. From these, the essential elements will be taken into account in order to understand the concept and legal effects, and from here on, analyze the possibility of using it and applying the Clause and concept of the material adverse change in Colombia.