How to Back Out of a Deal in a Down Market

Murger agreements are specifically written to prevent this type of thing from happening. There's only one case in the entire history of delaware corporate law where a target company suffered a material adverse effect allowing a would be buyer to abandon an announced merger. Elon musk was shouting about too many bots being a reason to back out of the deal a few months ago when tech stock prices first started falling. But this is for obvious reasons not the angle that his lawyers chose to pursue in their attempt to break the deal.