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Misrepresentation › Merger Agreements

Carlton Fields

Under the Microscope: Dissecting Errors to Evaluate RWI Damage Claims

Carlton Fields on

After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more

Carlton Fields

The Building Blocks of Materiality

Carlton Fields on

Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more

A&O Shearman

Delaware Court Of Chancery Orders Acquiror To Consummate Merger Finding That Misrepresentations Did Not Amount To A Material...

A&O Shearman on

On December 18, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled that defendant Boston Scientific Corporation was not entitled to terminate its merger agreement with plaintiff Channel Medsystems,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

Skadden, Arps, Slate, Meagher & Flom LLP on

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

McCarter & English, LLP

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

McCarter & English, LLP on

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

Morris James LLP

Court Upholds but Limits Claims Arising From Merger Agreement

Morris James LLP on

The Delaware courts regularly address contract claims arising out of merger agreements. Among other recurring issues are whether and how the parties limited claims based on alleged misrepresentations or omissions, whether a...more

Bracewell LLP

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

Bracewell LLP on

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

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