Material Adverse Effect (MAE)

Definition

A legal concept in M&A agreements defining a significant deterioration in the target company's business, operations, financial condition, or prospects that may give the buyer the right to terminate the transaction or renegotiate the purchase price before completion. MAE definitions are among the most heavily negotiated provisions in sale and purchase agreements, with carve-outs typically excluding general market conditions, industry-wide changes, and events resulting from the announcement of the transaction itself.