A highly elastic legal clause designed to let a corporate buyer flee a transaction the moment they realise they have catastrophically overpaid.
What they actually mean
We would very much like to get out of this deal now, please.
Heard in the wild
"If the exchange rate slips any further, our lawyers think we might be able to trigger the material adverse change clause."
The practice of allowing outdated systems, eccentric processes, or rogue individuals to remain entirely untouched because fixing them would involve a level of administration no one has the stomach for.
"We can't change his reporting line; he's grandfathered into the old structure."
Translation
"He is untouchable and we are afraid of him."
A comparative document used to track changes between contract drafts, designed primarily to help lawyers justify their fees by debating the nuance of a semicolon.
Could you send over the blackline showing the updates to the liability clause?
Translation
Show me exactly how many hours of work we can bill for correcting minor typos.
The procedural funnel through which bold business ideas are passed to ensure they return entirely free of risk, enthusiasm, or commercial viability.
"The press release is finalized, we are just waiting for a quick legal review."
Translation
"We are about to delete the only interesting paragraph."