How to Track an MAE Closing Condition

How to track an MAE closing condition is a standalone no-MAE walk-right ledger from signing through close or walk, not the MAE definition page and not the MAC-qualifier tab. For each signed deal, log whether a standalone MAE closing condition is present or silent, whether MAE is only a back-door via an absence-of-changes representation plus bring-down, how the row overlaps with mae-definition-tracking, how it overlaps with the when-made bring-down, whether a no-legal-proceedings condition sits nearby, and status. Raziel's MAE definition tracking page is how MAE is defined. This page is the MAE closing condition.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the no-MAE closing-condition sentence from the PDF. Do not invent a 2025 US Study percentage for standalone MAE-as-closing-condition when the free Goulston 2025 overview and the Business Law Today December 2025 announcement do not publish one, and do not paste Canadian 58% onto a US deal.

What this ledger is (and is not)

An MAE closing condition is a standalone closing condition that no Material Adverse Effect has occurred since signing (or another stated date), giving the buyer a walk right without having to prove a specific representation breach. It is distinct from the MAE definition itself, and distinct from using MAE only as a qualifier on the bring-down. Miller Thomson, Oh, Canada! What's Market In Private M&A? (Mondaq, March 3, 2025), recapping the ABA Canadian Private Target M&A Deal Points Study (83 agreements, 2020-2022 Canadian private targets purchased or sold by public companies), reports that standalone MAE conditions increased from 19% to 58%. The same recap reports MAE definitions present in 95% of those Canadian deals (often including forward-looking standards, 89%), and no-legal-proceedings conditions dropped to 57% (from 86%). Keep 58%, 95%, 89%, and 57% labeled Canadian. Do not paste 58% onto a US deal. Fasken, What's Market In Private M&A? (Mondaq, March 5, 2024), recapping the ABA 2023 US Study (108 deals, $30M to $750M), discusses MAE definition (highest percentage since 2008, 5%, choosing either to forego an MAE clause or not define its meaning; pandemic carve-outs 85%) and notes that percentages surrounding back-door MAE conditions (a target absence-of-changes representation coupled with a bring-down) had reverted to 2016-17 and 2018-19 levels. That Fasken US recap does not print a US standalone-MAE-closing-condition inclusion rate. Do not invent one from the 5% definition print or from the qualitative back-door sentence. Goulston's 2025 overview (May 6, 2026) and Business Law Today / K&L Gates (December 16, 2025) add a 2025 datapoint on whether an existing fact or condition at signing can constitute an MAE. They do not publish that percentage in the free recaps, and they do not publish a 2025 US standalone-MAE-closing-condition inclusion percentage. Do not invent either one. The ABA 2025 US sample frame is 139 agreements, $25M to $900M, 42 simultaneous / 97 deferred. Those are study snapshots. Your closing-conditions article controls.

This ledger is not mae-definition-tracking (carve-outs, prospects, disproportionate-effect), not mac-qualifier-tracking (MAE as a pervasive qualifier on reps), and not when-made-bring-down-tracking (the accuracy clock). A back-door MAE via absence-of-changes plus bring-down belongs in the standalone-versus-back-door cell, not as a rewrite of those pages.

Seven columns on one row

Open one row per signed deal. Attach the closing-conditions article, the MAE definition, and pointers to mae-definition-tracking and the when-made row.

• Present or silent. Standalone MAE closing condition present, or silent. Miller Thomson recapping Canadian 2025 Study: standalone MAE conditions 58%, up from 19%. Label 58% Canadian. Do not invent a 2025 US Study percentage. Goulston May 6, 2026 and BLT December 2025 do not publish one. Copy presence from your PDF.

• Standalone vs back-door. Copy whether the paper uses a standalone no-MAE condition, only a back-door (absence-of-changes representation plus bring-down), both, or neither. Fasken 2023 US recap notes back-door MAE percentages reverted to 2016-17 / 2018-19 levels and does not print the number. Do not invent it. Do not paste 58% onto a back-door-only paper.

• MAE-definition pointer. Pointer only. Keep carve-outs, prospects, and disproportionate-effect on mae-definition-tracking. Fasken 2023 US: 5% forego MAE or do not define it; pandemic carve-outs 85%. Those are definition prints. Do not paste 5% onto this closing-condition row. BLT December 2025 names existing-fact-at-signing as a new MAE-definition datapoint and does not publish the percentage. Pointer only.

• Overlap pointer to when-made bring-down. Pointer only. When-made is the accuracy clock. This row is the standalone no-MAE walk. Mark whether both conditions exist. Do not rewrite the when-made page.

• No-legal-proceedings contrast. Pointer only. Miller Thomson Canadian 2025: no-legal-proceedings conditions 57% (from 86%). Label Canadian. Do not paste 57% onto a US deal, and do not fold a litigation-condition fight into this MAE row.

• Simultaneous vs deferred. A simultaneous sign-and-close has no interim MAE walk. 2023 US sample: 26 simultaneous / 82 deferred. 2025 US sample: 42 simultaneous / 97 deferred. Copy simultaneous, deferred, or unknown.

• Status. Copied, MAE noticed, waived, closed, or walked. When a walk cites MAE, book the date and whether the argument was the standalone condition, a back-door bring-down, or the definition itself.

Copy the clause, not the study percentage

Do not paste Canadian 58% onto a US deal or onto a back-door-only paper. Do not invent a 2025 US ABA Study percentage for standalone MAE-as-closing-condition when Goulston's 2025 overview and the BLT December 2025 announcement do not publish one. Do not paste Fasken's 5% (forego or undefined MAE definition) onto this closing-condition row. Do not invent a US back-door MAE percentage from Fasken's qualitative reversion sentence. Do not fold this row into mae-definition-tracking, mac-qualifier-tracking, or when-made-bring-down-tracking. MAE definition is the defined term. MAC qualifier is MAE as a pervasive qualifier on reps. When-made is the accuracy clock. This row is whether the buyer has a standalone no-MAE walk right.

When a deferred close approaches, log whether the PDF used a standalone MAE condition, whether absence-of-changes plus bring-down created a back-door, and which MAE definition the walk would cite. That trail is what walk-or-close counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent an MAE closing condition, invent a 2025 US Study percentage, paste 58% onto a US deal, or treat the MAE-definition tab as if it answered the closing-condition question. Raziel's alternative asset dashboard is where the no-MAE sentence, the definition pointer, and any walk notice should sit together. Raziel does not decide your MAE dispute. Copy the seven columns.