The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more
Pilot Air Freight, LLC v. Manna Freight Systems, Inc., C.A. No. 2019-0992-JRS (Del. Ch. Sept. 18, 2020) - In a familiar fact pattern, an acquirer of a business brought suit against sellers claiming, inter alia, that the...more
Infomedia Group, Inc. v. Orange Health Solutions Inc., C.A. No. N19C-10-212 AML CCLD (Del. Super. Ct. July 31, 2020) - This case is a strong reminder that Delaware will enforce anti-reliance clauses to bar claims for fraud...more
Where a business fails to allege that it was denied the opportunity to investigate certain representations or that it could not have learned the true facts about the representations through reasonable due diligence, its claim...more
The Supreme Court of Texas in its recent IBM decision provided further clarity to what contracting parties must say in their contracts to disclaim fraudulent inducement claims. Int’l Bus. Mach. Corp. v. Lufkin Indus., LLC,...more
The Texas Supreme Court is scheduled to review reliance disclaimer clauses and their enforceability in December 2018 and may provide further guidance on these issues. The Texas Supreme Court recently granted review in...more
Buyers continued to assert fraud claims in private deals with increasing alacrity. In a typical claim, a buyer may allege that management provided information during due diligence regarding the company that misrepresented the...more
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more
On November 30, 2016, the Delaware Court of Chancery issued another opinion in a growing body of decisions defining the parameters of extra-contractual fraud claims in M&A transactions. In IAC Search LLC v. Conversant LLC,...more
Action Item: To be effective in protecting a seller, acquisition agreements must contain a clear statement as to the disclaimer of reliance on extra-contractual representations and warranties and such disclaimer must come...more
The Delaware courts regularly address contract claims arising out of merger agreements. Among other recurring issues are whether and how the parties limited claims based on alleged misrepresentations or omissions, whether a...more
Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information - Upon the consummation...more
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
Merger or company sale agreements frequently include clauses limiting what a buyer may rely upon after due diligence, particularly when there is some hold back of the merger or sale consideration that the buyer may seek to...more
A party to a contract may try to limit any future claims of fraudulent inducement by providing an anti-reliance clause in its contracts. As this decision explains, such clauses need to be carefully drafted and particularly...more