M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities©

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In This Issue:

- Perspective

- Pre-Signing Definitive Documents

- Between Sign and Close

- Post-Closing: Fraud Claims

- Post-Closing: Survival Clauses

- More on Fraud: Not all Erroneous Statements of Fact Constitute Fraud

- More on Fraud: Non-Party Liability

- More on Fraud: Exclusive Remedies

- More on Fraud: Liability Limitations

- More on Fraud: Disputed Boundaries Between Tort, Contract and Equity

- Model Provision – Entire Agreement

- Model Provision – Nature of Representations and Warranties

- Model Provision – Non-Reliance of Buyer

- Model Provision – Non-Recourse

- Model Provision – Exclusive Remedies

- Further Reading

- Excerpt from Perspective:

- Purchase agreements frequently incorporate well-defined indemnification and liability limitation provisions

- Buyers dissatisfied with the deal often attempt to circumvent such provisions by premising tort-based fraud and negligent misrepresentation claims on the alleged inaccuracy of purported pre-contractual representations and/or express, contractual representations

- Tough to define, easy to allege, hard to dismiss on a pre-discovery motion, difficult to disprove without expensive and lengthy litigation, highly susceptible to the erroneous conclusions of judges and juries

Please see full presentation below for more information.

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Topics:  Contract Formation, False Statements, Fraud, Limitation of Liability Clause, Non-Parties, Remedies, Representations and Warranties, Survival Clauses

Published In: Business Torts Updates, General Business Updates, Mergers & Acquisitions Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Jackson Walker | Attorney Advertising

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