Analysis Group Team and Affiliate Provide Expert Assistance in Landmark English High Court Ruling on Pandemic-Related Material Adverse Effect (MAE) Clause

March 1, 2021

In a dispute over whether the global COVID-19 pandemic should trigger a material adverse effect (MAE) clause in an acquisition agreement, an Analysis Group team led by Managing Principal Rebecca Kirk Fair and Vice President Claudio Calcagno supported testifying expert Patrick Moran’s evidence relating to the payments industry. The Court’s decision as to whether the payments industry was the appropriate industry was central to the question of whether the defendant, WEX Inc., would be compelled to close its $1.7 billion dollar agreement to purchase the B2B payments technology companies Optal Ltd. and eNett International, which were partly owned by Travelport Worldwide. The case represented the first time that the High Court of England and Wales considered the circumstances under which the COVID-19 pandemic constituted an MAE.

In a preliminary stage, the High Court agreed with the industry definition presented by the defendant. WEX then renegotiated a share purchase agreement with Travelport, ultimately paying $577.5 million for the two companies and settling the litigation before the High Court.