• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Egg companies made $1.22 billion in profit off a $6 carton — now they’re buying their way out of a price-fixing case with 53 million donated eggs

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Mark Zuckerberg feeds his cows macadamia nuts and beer to create the 'highest-quality beef in the world' on his $300 million estate in Hawaii

1

Egg companies made $1.22 billion in profit off a $6 carton — now they’re buying their way out of a price-fixing case with 53 million donated eggs

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Mark Zuckerberg feeds his cows macadamia nuts and beer to create the 'highest-quality beef in the world' on his $300 million estate in Hawaii
FinanceYahoo

Could Yahoo Hack Allow Verizon to Pull the Plug on their Deal?

By
Dan Primack
Dan Primack
Down Arrow Button Icon
By
Dan Primack
Dan Primack
Down Arrow Button Icon
September 22, 2016, 4:21 PM ET
Add Fortune on Google for similar content.

Yahoo (YHOO) today confirmed that information from at least 500 million user accounts was stolen in 2014, by what it is calling a “state-sponsored actor.” This could create a problem for the company’s recent agreement to be acquired by Verizon for $4.8 billion.

The Verizon-Yahoo merger documents include fairly standard material breach language, which basically means that Verizon cannot bail on the deal because of changes in external factors like global political conditions, or, say, a terrorist attack. It also cannot terminate because Yahoo misses financial projections (either internal or external).

Verizon (VZ) could, however, claim a material breach for something like this data hack, by arguing that the event has caused irreparable harm to Yahoo in terms of customer trust and usage. Nonetheless, it would be very tough sledding to get a Delaware court to agree a so-called material adverse event had occurred, particularly given that evidence of reduced usage and related revenue declines, for example, would not be immediately available for quite some time. But it is theoretically possible. Verizon also could use the threat of such a claim to renegotiate its original agreement.

(Related: What You Should Do After the Verizon Hack)

A larger threat to the deal, however, relates to what Yahoo knew and when it knew it. Check out this paragraph from the Verizon-Yahoo merger agreement, dated July 23, 2016:

To the Knowledge of Seller, there have not been any incidents of, or third party claims alleging, (i) Security Breaches, unauthorized access or unauthorized use of any of Seller’s or the Business Subsidiaries’ information technology systems or (ii) loss, theft, unauthorized access or acquisition, modification, disclosure, corruption, or other misuse of any Personal Data in Seller’s or the Business Subsidiaries’ possession, or other confidential data owned by Seller or the Business Subsidiaries (or provided to Seller or the Business Subsidiaries by their customers) in Seller’s or the Business Subsidiaries’ possession, in each case (i) and (ii) that could reasonably be expected to have a Business Material Adverse Effect.

The first possible public reports of this breach didn’t come out until a week after the Verizon deal was announced, via a Motherboard post claiming that a hacker was “advertising 200 million of alleged Yahoo user credentials on the dark web.” Yahoo did tell Motherboard that it was “aware” of the claims, but neither confirmed nor denied their legitimacy.

One other possibility, of course, is that the hack reported by Motherboard is different than what Yahoo today is confirming. The company has not given specifics yet on that.

As for Verizon, the telecom giant says that Yahoo only informed it of the breach within the past two days (i.e., not before the merger agreement was signed). That means, in order to have not breached its warranties and representations to Verizon, Yahoo either: (a) Must have first learned of the 500 million account hack after July 23, but before August 1; or (b) This is a different hack than the one reported by Motherboard.

In a statement, Verizon only would say that it “will evaluate as the investigation continues.”

UPDATE: Yahoo has issued a statement saying that it “has never had reason to believe that there is any connection between the security issue disclosed yesterday and the claims publicized about a hacker in August 2016. Confusing the two events is inaccurate.” Yahoo has declined, however, to say when it first learned of the hack.

About the Author
By Dan Primack
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

Man in a black hat and jacket
InvestingSpace Exploration
Elon Musk can’t sell a single SpaceX share for a year—and then all the locks crack open at once
By Amanda GerutJuly 3, 2026
2 hours ago
Top CD rates today, July 3, 2026: Lock in up to up to 4.40%
Personal FinanceCertificates of Deposit (CDs)
Top CD rates today, July 3, 2026: Lock in up to up to 4.40%
By Glen Luke FlanaganJuly 3, 2026
2 hours ago
The top high-yield savings rates: Up to 4.50% on July 3, 2026
Personal FinanceSavings accounts
The top high-yield savings rates: Up to 4.50% on July 3, 2026
By Glen Luke FlanaganJuly 3, 2026
2 hours ago
t
CryptoWhite House
‘We are in a new era’: Trump’s bombshell $2.2 billion income haul, the ‘Big Player Theory’ and what happens when the president becomes the bubble
By Nick LichtenbergJuly 3, 2026
2 hours ago
Woman sitting in front of her house
SuccessWorld Cup
Airbnb offered $750 to Americans to open up their homes during the World Cup—mostly women took it up and now they’re earning thousands
By Emma BurleighJuly 3, 2026
3 hours ago
Photo: Russian President Vladimir Putin Attends ASEAN-Russia Summit
Energyputin
Russians live with fuel shortages and rationing as Putin insists the war against Ukraine will go on
By The Associated PressJuly 3, 2026
3 hours ago

Most Popular

Egg companies made $1.22 billion in profit off a $6 carton — now they’re buying their way out of a price-fixing case with 53 million donated eggs
Law
Egg companies made $1.22 billion in profit off a $6 carton — now they’re buying their way out of a price-fixing case with 53 million donated eggs
By Wyatte Grantham-Philips and The Associated PressJuly 2, 2026
17 hours ago
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
Big Tech
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
By Marco Quiroz-GutierrezJuly 1, 2026
2 days ago
Mark Zuckerberg feeds his cows macadamia nuts and beer to create the 'highest-quality beef in the world' on his $300 million estate in Hawaii
Success
Mark Zuckerberg feeds his cows macadamia nuts and beer to create the 'highest-quality beef in the world' on his $300 million estate in Hawaii
By Sasha RogelbergJuly 2, 2026
19 hours ago
Current price of oil as of July 2, 2026
Personal Finance
Current price of oil as of July 2, 2026
By Joseph HostetlerJuly 2, 2026
22 hours ago
Americans are escaping the U.S. for New Zealand where house prices have hit a new low—but only wealthy Americans with $3 million spare can invest
Success
Americans are escaping the U.S. for New Zealand where house prices have hit a new low—but only wealthy Americans with $3 million spare can invest
By Emma BurleighJuly 2, 2026
21 hours ago
Economists have found an answer to slowing cognitive decline: Avoid retiring early, study finds
Economy
Economists have found an answer to slowing cognitive decline: Avoid retiring early, study finds
By Sasha RogelbergJuly 2, 2026
20 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.