Home > Journals > LAWREVIEW > Vol. 95 > No. 2 (2022)
Changes to Material Adverse Effect Clauses Following Major Events: Evidence From COVID-19
In November 2019, LVMH Moët Hennessey Louis Vuitton, the world’s leading luxury goods company, announced plans to acquire Tiffany & Company, the prominent American jeweler. The transaction was reported to be worth more than $16 billion, which would have been the largest deal ever in the luxury goods industry. Following the announcement, LVMH’s chief executive officer stated that Tiffany would “thrive for centuries to come.” Nearly ten months later, the acquisition was in shambles as the parties squared off in a legal battle in the Delaware Court of Chancery. The companies were driven to litigation over anxieties about the economic impact of the COVID-19 pandemic on the luxury goods sector. From February to April 2020, Tiffany experienced a decline of 45% in worldwide net sales compared to the prior year. While the company returned to profitability from May to July 2020, Tiffany still experienced a decline of 29% in worldwide net sales compared to May to July 2019.