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Fraud Contract Drafting

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
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

Freiberger Haber LLP

First Department Reminds Practitioners that “proofreading is an essential, indispensable tool in the drafting of contracts”

Freiberger Haber LLP on

It should go without saying that people make mistakes. After all, people are human, and humans make mistakes. When people draft a document, especially a lengthy or complex one, it is not uncommon for a mistake to be...more

Troutman Pepper

Private Equity and Delaware Law – Part Two

Troutman Pepper on

Troutman Pepper attorneys Chris Chuff and Taylor Bartholomew are well-versed in M&A transactions that involve Delaware law. In the second episode of this two-part series, Chris and Taylor discuss the rules of the road for...more

Allen Matkins

Howsoever Denominated, This Was Not Promissory Fraud

Allen Matkins on

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

Goulston & Storrs PC

Indemnification as an Exclusive Remedy

Goulston & Storrs PC on

Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....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

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

Dechert LLP

Global Private Equity Newsletter - Fall 2017 Edition: The Dangers of Undefined Fraud Carve-Outs and “Inelegant Drafting”

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Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more

Dechert LLP

Drafting Matters: Non-Reliance Provisions Barring Extra-Contractual Fraud Claims Effective in Delaware Only if Drafted as a Clear...

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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

Adler Pollock & Sheehan P.C.

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

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