COVID-19 as a Deal-Killer in Mergers and Acquisitions: A Case Study

This article offers an original case study of the failed sale of Victoria’s Secret’s business to examine the deep consequences of the COVID-19 pandemic in the context of M&A transactions. After presenting the case, it draws two lessons from it by: (1) proposing a multi-layered analysis of the effects of covid-19 depending on the type of event considered and on the contract language, and (2) exploring the possible reshaping of the termination right in connection with the dramatic variations of the target’s value during the interim period caused by COVID-19.