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Corporate Counsel › Contract Terms › Representations and Warranties

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Rulings on Ambiguity, Materiality and Damages in M&A Indemnification Provisions Highlight the Importance of Careful...

Skadden, Arps, Slate, Meagher & Flom LLP on

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more

Snell & Wilmer

Sorting Through the Kettle of Fish: Delaware Supreme Court Enforces Contractual Provisions Limiting Liability to “Deliberate...

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When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d...more

Dorsey & Whitney LLP

Delaware Chancery Court Provides Further Insights into the Validity of Anti-Reliance Clauses

Dorsey & Whitney LLP on

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

Patterson Belknap Webb & Tyler LLP

Lessons from LinkedIn: Privacy and Data Security Representations in the M&A Context

Patterson Belknap Webb & Tyler LLP on

Microsoft’s blockbuster acquisition of LinkedIn earlier this month—a deal where concerns for privacy and data security loomed large—provides a glimpse into the growing trend of including separate privacy and data security...more

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