News & Analysis as of

Buyers Anti-Reliance Clauses

Hogan Lovells

Online HealthNow, Inc., et al: Anti-fraud provisions can be “too much dynamite” - Quarterly Corporate / M&A Decisions update...

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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

Morris James LLP

Chancery Applies Contractual Shortening of Limitations Period for Breaches of Representations, Finds it Inapt to Fraud Claims and...

Morris James LLP on

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

Cooley LLP

Blog: 2017 M&A Trends Series: Negotiating Anti-Reliance Language

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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

McCarter & English, LLP

Delaware Law Updates - 2016 Year in Review

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

Hogan Lovells

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

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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

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