The second is the requirement that the target company operated according to the ordinary course of business before being acquired. Nothing is ordinary now, of course — but this clause requires only that the target make its reasonable best efforts. Is abruptly and aggressively tapping credit lines the ordinary course of business? The third way is through regulatory issues, but for this to work a buyer needs a regulator to play along. Deals that no longer make true economic sense are likely to collapse or be renegotiated, regardless of what the acquisition agreement says.

Source: International New York Times April 07, 2020 10:54 UTC