MAC-klausuler enligt svensk avtalstolkning : En avtalstolkning av MAC-klausuler vid företagsförvärv

Sammanfattning

With ever increasing volatility due to the recent pandemic and the Russian invasion of Ukraine, the M&A market faces more questions than maybe ever before. While these events increase instability the money is flowing between companies like the world has never seen, but the parties involved now carry an increased risk. These risks must be divided between the parties and one solution with a growing popularity is MAC-clauses allowing the buyer to walk away from the deal if certain criteria is met. The purpose of this essay is formost to see how such a clause likely would be interpreted according to the Swedish model of contract law. With the lack of case law on the subject the essay has its foundation in a hypothetical MAC-clause with support from doctrine and available case law on interpretation of contracts. The results stemming from the essay concludes that MAC-clauses most likely will cause some predicaments for the court due to its unclear nature and lack of statues on the M&A area. Eventually the interpretation would result in that the buyer would be able to step away from the deal, if he can prove that an event has had an ”Material Adverse Effect” on the company. The interpretation would likely conclude with a clarification of the wording of the clause using optional law where the Swedish Köplag (1990:931) would be applicable, due to it being the most suitable and reasonable solution. The essay consists of an account of MAC-clauses from a business perspective as well as a run through of relevant Swedish model for interpretation of contracts.