Problem: An oil company is considering the purchase of a Texas energy company that extracts natural gas through the use of hydraulic fracturing, a process by which substances are injected into the ground to increase production by elevating well pressure.
Congress is considering legislation to regulation hydraulic fracturing.
At present, the merger agreement between the buyer and seller contains a standard MAC clause, providing for a right to terminate the deal upon "any occurrence, condition, change, event or effect that is materially adverse to the financial condition, business, or results of operations of Seller and its Subsidiaries, taken as a whole."
How might the MAC clause be changed to reflect the proposed legislation? Please suggest language from both the buyer and seller's perspective and explain your proposal in a 3,4 memo.