Case Study: $$Dow$$s Bid for Rohm and Haas$$v$6.$ What are the implications for Dow from the following provisions in the merger agreement: $($a$)$ ticking fee; $($b$)$ MAE clause; and $($c$)$ closing conditions? Why do you think Dow agreed to these provisions?

Ticking fee: $$3$ million fine per day & $8\%$ simple interest per annum until the deal closes

MAE clause: Material Adverse Effect If there was widespread financial distress from ROH, Dow might not be obligated to acquire the company.

Closing condition: Approval by ROH$$S SH; Expiration of the waiting period under Hart$-$Scott$-$Rodino Antitrust Act; EU Commission declares the merger is compatible with the common market; ROH has not experienced a $$MAE$$ as of closing date; Consummation of the merger is not conditioned on the receipt of financing by Dow

$7.$ Evaluate the courses of action for the major players in early February $2009.$

a$)$ How should Judge Chandler resolve this legal dispute?

b$)$ Should ROH$$s CEO Raj Gupta push for closure or renegotiate the deal?

c$)$ What should Dow$$s CEO Andrew Liveris do $($in light of the likely responses of Raj Gupta and Judge Chandler$)?$ Should he complete the deal at the $$78$ per share price, or renegotiate some of the deal terms $($which ones?$),$ or litigate to terminate the deal?