News & Analysis as of

Contract Negotiations Fraud

Holland & Knight LLP

Commercial Parties, Transactional Lawyers and Litigators Beware: California Law Has Changed

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California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more

Smith Anderson

In a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation Claims

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Plaintiffs frequently tack on negligent misrepresentation claims to ordinary business disputes. A negligent misrepresentation claim alleges that one party carelessly supplied incorrect or incomplete information on which the...more

Wilson Sonsini Goodrich & Rosati

Supreme Court Uses New York Corruption Cases to Teach Fraud Lessons

The federal wire fraud statute has always been a favorite of federal prosecutors. The statute prohibits individuals and companies from using deceit or false statements to defraud others out of their money or property. Through...more

ArentFox Schiff

Federal Contractors Beware: Firm-Fixed-Price Contract Negotiations & FCA Liability

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Federal Contractors Beware: Sixth Circuit Recognizes False Claims Act Exposure Based on Allegedly Inflated Labor Cost Estimates Leading To Firm-Fixed-Price Contract. On May 16, 2022, the US Court of Appeals for the Sixth...more

Troutman Pepper

Disclaiming Fraud Under Delaware Law

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A recent decision by the Delaware Court of Chancery makes clear that extra-contractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through other contractual mechanisms, such as exclusive...more

Latham & Watkins LLP

Complex Commercial Litigation Law Review, 4th Edition - England & Wales

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Litigation is, on one analysis, all about telling stories to impartial decision makers. Complex commercial litigation means that those stories are more detailed, more involved and more intricate. That means that telling the...more

Allen Matkins

Howsoever Denominated, This Was Not Promissory Fraud

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Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed.  Some might call this "promissory fraud", but as Justice William Dato explains in an...more

BCLP

Recovery and Transformation - a checklist for business

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Business as (un)-usual after Covid? As we emerge from the pandemic, it is becoming increasingly clear that planning and working for a return to business as usual will not be enough. To survive in the marketplace, careful...more

Wyrick Robbins Yates & Ponton LLP

Fraud in M&A Transactions – Why should parties focus on it?

Treatment of fraud is a key issue in M&A transactions and often a heavily negotiated point.  Acquisition agreements often include “fraud carve-outs” – exclusions for fraud from highly negotiated limitations as to survival of...more

Dorsey & Whitney LLP

Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

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2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more

Kramer Levin Naftalis & Frankel LLP

Delaware Confirms the High Threshold for Material Adverse Effect Claims and Interprets ‘Commercially Reasonable Efforts’

A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more

Orrick, Herrington & Sutcliffe LLP

Personal Jurisdiction/Forum Non Conveniens - The World in U.S. Courts: Summer 2019

Personal Jurisdiction Based on Knowledge of Texas Port of Call and Lack of Objection Even Where Ship Operator Had No Other Texas Contacts or Control Over Destination Carmona v. LEO Ship Management, Inc., US Court of Appeals...more

Skadden, Arps, Slate, Meagher & Flom LLP

Analyzing Akorn: Delaware’s First M&A Termination Under Material Adverse Effect

On October 1, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a 246-page post-trial opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that denied the seller’s (Akorn) request...more

Porter Hedges LLP

Business Litigation Alert: "Texas Supreme Court Ruling Highlights the Importance of Heeding 'Red Flags' During Pre-Contract...

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Last month, the Texas Supreme Court upheld a lower court’s decision to toss a lawsuit by Orca Assets GP LLP against JP Morgan Chase over property in the Eagle Ford Shale. ...more

Thomas Fox - Compliance Evangelist

Fraud and the Detection of the Sources for Bribery

In a recent White Paper authored by Peter Smith for OFS Portal, entitled “Procurement and Fraud in the Supply Chain”, where he examined “fraud linked to procurement and supply chain activities.” Smith focuses on where fraud...more

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