Bloomberg Law
Feb. 26, 2021, 10:52 AM

ANALYSIS: Reasonableness Requirements in M&A Covid-19 Provisions

Grace Maral Burnett
Grace Maral Burnett
Legal Analyst

A new type of defined term related to the pandemic is becoming increasingly prevalent in publicly filed mergers and acquisitions agreements, and is experiencing a noticeable surge this month. Different from “COVID-19 Measures, which has become a pandemic market standard and typically covers government-mandated measures, the newly popular “COVID-19 Actions” and “COVID-19 Responses” cover actions taken by one or all parties (most typically the target) in response to Covid-19. Overwhelmingly, these terms impose a reasonableness requirement (such as “commercially reasonable” or “reasonably determined to be necessary or prudent”) on actions taken in response to the pandemic.

These “COVID-19 ...

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