Words / M / Law

material adverse change

/məˌtɪəriəl ˈædvɜːs tʃeɪndʒ/

B2CEFR level
80/100Rarity: very rare
TechnicalRegister

Law noun

A significant deterioration that lets a party walk away before a deal closes.

The buyer invoked the material adverse change clause when the target lost its biggest client.

Topic: Legislation in Legal English

Business noun

A clause letting a buyer exit if the target suffers a serious, durable deterioration before closing.

Their lawyers will argue a soft quarter triggers the material adverse change; ours will say it's nowhere near the bar.

Similar: material adverse effect

Topic: Corporate finance in Business English

Rarity runs from 0 (a word everyone knows) to 100 (almost never seen outside specialist or literary writing). Level is the word's real difficulty on the CEFR scale, from A1 to C2.

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More law words: Legislation