Wolfevoorwaarden

Wolfevoorwaarden refers to specific clauses or conditions included in a contract, particularly in the context of mergers and acquisitions. These conditions are designed to protect the buyer and are often triggered if certain events occur between the signing of the purchase agreement and the closing of the transaction. The name originates from a legal concept often associated with the Delaware Court of Chancery, where cases involving such conditions have frequently been litigated.

Typically, wolfevoorwaarden allow a buyer to renegotiate or terminate the deal if there is a material adverse change (MAC) in the target company's business. This MAC could encompass a wide range of negative developments, such as a significant decline in financial performance, a major lawsuit, or a change in regulatory environment that negatively impacts the target's operations. The specific definition of what constitutes a MAC is crucial and is heavily negotiated by the parties involved.

The inclusion of wolfevoorwaarden reflects the inherent risk in any transaction, especially those with a significant time lag between agreement and completion. They serve as a mechanism for the buyer to avoid being bound to an unfavorable deal due to unforeseen circumstances. However, sellers often resist overly broad or ambiguous wolfevoorwaarden, as they can create uncertainty and potentially allow the buyer an unwarranted exit strategy. The interpretation and enforceability of these clauses can be complex and are often the subject of legal disputes.