Delaware Chancery Court awards specific performance after finding that buyer failed to demonstrate a material adverse effect or ordinary course breach by target and that buyer failed to use reasonable best efforts to obtain...more
5/26/2021
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Contract Termination ,
Coronavirus/COVID-19 ,
Debt Financing ,
Lenders ,
Material Adverse Effects ,
Ordinary Course of Business Defense ,
Representations and Warranties ,
Sellers ,
Stock Purchase Agreement ,
Terms and Conditions
In FdG, the Delaware Court of Chancery held that a Buyer’s fraud claim based on extra-contractual representations will not be barred unless the anti-reliance disclaimer is drafted as an unambiguous affirmative expression by...more