Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Express non-reliance provisions are increasingly common in merger and...more
“Entire agreement or non-reliance clauses may prevent the use of extrinsic evidence to establish additional terms and collateral agreements, or claims based on warranties or misrepresentations. However, subject to the wording...more
Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published by Bloomberg Law - March 2021....more
Richard Hooley spoke to us this lunchtime about exemption clauses. He began by quoting from Andrew Burrows’ A Restatement of the English Law of Contract (which has recently been updated) and its excellent summary of...more
The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC...more
It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more
Affy Tapple, LLC v. ShopVisible, LLC, C.A. No. N18C-07-216 (MMJ) (CCLD) (Del. Super Mar. 7, 2019). In agreements governed by Delaware law, a standard integration or merger clause will not bar claims for misrepresentations...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
I. CONFIDENTIALITY AGREEMENT - A confidentiality agreement (“Confidentiality Agreement”), also sometimes called a nondisclosure agreement (“NDA”), is typically the first stage for the due diligence process as parties...more
Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more
In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more
In the process of drafting contracts, parties can shape the process for resolving their future disputes. They can potentially select the forum for dispute resolution, the body that will resolve the disputes, the law that will...more
It is not unexpected for there to be requirements in consumer contracts that clear formulations of waivers are necessary before a consumer can be deprived of rights. However, under Delaware law similar formality and clarity...more
This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of...more
How strong are "non-reliance disclaimers" or "integration" or "merger" provisions in franchise agreements at protecting a franchisor when it really matters? Only so much, a New York court recently decided....more