Code of Conduct

Code of Business Conduct and Ethics Match Group, Inc.

Code of Business Conduct and Ethics (July 2020)

 

On July 15, 2020, the Board of Directors of Match Group, Inc. (the “Company”) approved certain amendments to the Company’s Code of Business Conduct and Ethics (the “Code”).  These amendments were made in order to align the Code with amendments to the Company’s Certificate of Incorporation (as amended, the “Post-Separation Charter”) adopted in connection with the separation of the Company from IAC Holdings, Inc. (which, upon such separation changed its name to IAC/InterActiveCorp and is referred to here as “IAC”) on June 30, 2020 (the “Separation”).

 

The “Conflicts of Interest” and “Corporate Opportunity” provisions of the Code were revised to provide that, for Company directors only, these provisions are subject to Article XIII of the Post-Separation Charter, which provides that, among other things, a Dual Role Person (as defined in the Post-Separation Charter) will have no duty to communicate or offer to the Company any Dual Opportunity (as defined in the Post-Separation Charter) that such Dual Role Person has communicated or offered to IAC, will not be prohibited from communicating or offering any Dual Opportunity to IAC, and will not be liable to the Company or its stockholders for breach of any fiduciary duty resulting from (i) the failure to communicate or offer to the Company any Dual Opportunity that such Dual Role Person has communicated or offered to IAC or (ii) the communication or offer to IAC of any Dual Opportunity, so long as (x) the Dual Opportunity does not become known to the Dual Role Person in his or her capacity as a director or officer of the Company, and (y) the Dual Opportunity is not presented by the Dual Role Person to any party other than IAC and the Dual Role Person does not pursue the Dual Opportunity individually.

 

The Code was also amended to reflect the change of the Company’s name from ”IAC/InterActiveCorp” to “Match Group, Inc.”  Certain other clarifying and/or immaterial changes were also made to the Code.

 

To view an amended and restated version of the Code, see Code of Business Conduct and Ethics (July 2020)