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Breach of Contract › Acquisitions › Purchase Agreement

A&O Shearman

Delaware Chancery Court Grants Partial Judgment On Post-Acquisition Earnout Payments, Finding They Were Not Conditioned On...

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On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

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Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Woodruff Sawyer

Understanding the Rising Tide of R&W Claims: A Mid-Year Review

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Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more

Herbert Smith Freehills Kramer

Case Alert: AluminumSource, LLC v. LLFlex, LLC

Herbert Smith Freehills Kramer on

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

Woodruff Sawyer

R&W Claims 101: Types of Claims

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Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more

Goodwin

Reps & Warranties Claim Disputes in the Courts

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- Representations and Warranties Insurance (RWI) policies have been prominent over the last decade, but there are few court cases regarding coverage disputes. But this type of litigation appears to be on the rise in the court...more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

Morris James LLP

In Post-Trial Opinion, Chancery Finds for Defendant, Rejecting Claims Alleging Breach of Purchase Agreement and Right to “Board...

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Braga Investment & Advisory, LLC v. Yenni Income Opportunities Fund I, L.P., C.A. No. 2017-0393-AGB (Del. Ch. June 8, 2020) - In this post-trial opinion, the Court of Chancery held in favor of defendant Yenni Income...more

White and Williams LLP

Reps & Warranties Insurance Claims – Observations on AIG’s 2018 Claims Report

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In this post, we summarize some of the highlights from AIG’s recently published Mergers and Acquisitions 2018 Claims Report, and include our own observations on the role that Representations and Warranties Insurance (R&W...more

A&O Shearman

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

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Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

Morris James LLP

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

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How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more

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