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SARS-CoV-2 and its variations significantly have stimulated changes to legislation that regulates mergers and acquisitions processes in the United Kingdom (UK). This paper analyzes the legal aspects of material adverse change (MAC) as well as its use in mergers and acquisitions and new legislation created to withstand any inimical effects of the pandemic in corporate restructuring operations in the UK. Additionally, this paper addresses the possibility of developing a new legal framework that regulates the processes of mergers and acquisitions in Panama. It examines the current legal framework that regulates the topic of ESG criteria in the commercial context in the UK and Panama. Lastly the article exposes the need for Panama to emulate the vision and progressive legal actions of the UK. Finally it concludes with the importance of ESG due diligence and compliance by the target company. These ESG criteria are central elements for creating value in mergers and acquisitions processes.
