Name several reasons an announced M&A deal might fail to close.

Answer

(1) Material adverse change (MAC) — significant deterioration in the target's business between sign and close; (2) Due diligence findings — material issues discovered post-signing (fraud, undisclosed liabilities, IP problems); (3) Regulatory rejection — antitrust (FTC/DOJ/EU Commission blocks), CFIUS (national security), sector-specific regulators; (4) Shareholder vote failure — the target's shareholders reject the deal; (5) Competing bid — interloper offers more, target board switches; (6) Financing failure — debt commitments fall through (rare but happens); (7) Hostile counter-bid; (8) Macro shock — financial crisis, pandemic, war; (9) Walk-away rights triggered by stock price collapse; (10) Litigation — class actions or governance challenges enjoin the deal.