News & Analysis as of

Representations and Warranties Indemnification

M&A Global Intelligence Series: Warranty Time Limits and Caps

by DLA Piper on

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

Court Of Chancery Explains Advancement Rights Of Seller Representative

by Morris James LLP on

This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more

Delaware Law Updates - FdG Logistics LLC v. A&R Logistics Holdings, Inc., C.A. No. 9706-CB (Del. Ch. Feb. 23, 2016)

by McCarter & English, LLP on

Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information - Upon the consummation...more

The Best of Intentions: Letters of Intent in the Sale of a Business

by Brooks Pierce on

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

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

by 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

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

by Dechert LLP on

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

Microbusiness Law

In This Presentation: • What your small business clients need to know • Drafting Governing Documents • Business Contracts for Microbusinesses • Intellectual Property Considerations • Acquisition...more

Changes to the Civil Code of the Russian Federation (the "RCC") relating to Contract Law and the Law of Obligations

Federal Law No. 42-FZ dated 4 March 2015 (On Amendments to Part I of the Civil Code of the Russian Federation) (the "Law") was signed by the President of the Russian Federation on 8 March 2015 and is aimed at amending certain...more

Do Post-Closing Merger Price Adjustments Comport With DGCL?

by Morris James LLP on

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office [Video]

by Mintz Levin on

Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the key elements in a purchase agreement....more

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