Learn through insight

From Red to Black is our annual review of significant developments and topical issues shaping the Australian restructuring and insolvency market. In this edition, we explore the key issues shaping the restructuring and insolvency landscape in 2025 and what they mean for businesses, insolvency practitioners and investors going forward.

Material adverse change or effect (MAC) clauses are a common feature in M&A transactions, especially in the public M&A space. These clauses are intended to protect buyers by allowing them to walk away from a transaction if a significant negative event affects the target company between signing and closing. In theory, MAC clauses provide a safeguard against unexpected developments following signing that could undermine the value of the target. However, in practice, their effectiveness for buyers is often limited (as further explained below).

The State and Territory Budgets in 2025 have brought a raft of changes to stamp duty and land taxes.