News & Analysis as of

Representations and Warranties Merger Agreements

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

by Miles & Stockbridge P.C. on

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

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

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

by Hogan Lovells on

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

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

by Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

What’s Happening in Delaware M&A – Summer 2016

by Perkins Coie on

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Lessons from LinkedIn: Privacy and Data Security Representations in the M&A Context

Microsoft’s blockbuster acquisition of LinkedIn earlier this month—a deal where concerns for privacy and data security loomed large—provides a glimpse into the growing trend of including separate privacy and data security...more

The Ropes Recap: Mergers & Acquisition Law News - First Quarter 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS - Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder - In a recent opinion, Vice Chancellor Laster of the Delaware Court of Chancery held...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

Anti-Reliance Disclaimers in Delaware – Why Skillful Drafting Matters

In FdG, the Delaware Court of Chancery held that a Buyer’s fraud claim based on extra-contractual representations will not be barred unless the anti-reliance disclaimer is drafted as an unambiguous affirmative expression by...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

An Antidote for Deal Risk: R&W Insurance

by Pepper Hamilton LLP on

In today’s robust M&A market, buyers and sellers are both looking for ways to make transactions more attractive to sellers by ensuring that they retain most of the net proceeds after the deal closes. To accomplish this, both...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Chancery Explains New Delaware Statute of Limitations

In Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC et al, the Delaware Court of Chancery explained the operation of Section 8106(c) of the Delaware statutes for the first time. The results are surprising to...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

by K&L Gates LLP on

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...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

Sample Antitrust-Related Provisions in M&A Agreements

by Shearman & Sterling LLP on

In this article: - Definitions - Representations and Warranties - Conditions Precedent - General Efforts Covenants - Conduct of Business Covenants - Merger Control Filing...more

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