Can the conflict affecting Bahrain trigger a MAC clause in an SPA?
Not because of the headlines alone.
The real starting point is the governing law.
Bahrain has been directly affected by Iranian missile and drone attacks. Energy and industrial assets have been hit, force majeure notices have been reported in parts of the market, and civilian areas have sustained damage. That is plainly serious disruption.
But serious disruption does not automatically give a buyer a clean exit under a MAC clause.
If the SPA is governed by English law or a common-law forum such as ADGM, the analysis is mainly text-driven. Courts set a high bar. A MAC is not usually treated as a short-term exit right for volatility, deal frustration or general market turbulence. The question is whether there has been a durationally significant adverse effect on the specific target.
If the SPA is governed by Bahrain law, the position is more nuanced. The clause is likely to be read against the wider framework of the Civil Code, including good faith, honesty and the court’s residual power in cases of exceptional and unforeseeable events that make performance excessively onerous.
That matters because the inquiry does not stop at the wording of the clause.
It may help a buyer argue that the contractual equilibrium has fundamentally changed. But it also invites scrutiny of the buyer’s own conduct: is the MAC being invoked in good faith, or is external disruption being used as a pretext to reprice or abandon a deal?
That is why, under Bahrain law in particular, a MAC works best when it is drafted with real precision:
- clear target-specific triggers
- clear treatment of market-wide disruption
- clear distinction between actual deterioration and future prospects
- objectively verifiable thresholds
Without that, the room for dispute is obvious.
In many live deals, the better course may be renegotiation rather than confrontation: price, timing, conditions precedent, interim covenants, or risk allocation.
The real lesson is simple:
MAC clauses matter most when events stop being theoretical.
And when that moment comes, the parties best protected are usually not those arguing hardest after the fact, but those whose documents were drafted for exactly this kind of stress.
Authored by Simone Del Nevo, Partner
