News & Analysis as of May 19, 2025

Mergers

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

Delaware Law Alert: Avoiding Ambiguities in M&A Disclosure Schedules

Mayer Brown on 1/9/2025

A notable Delaware Chancery Court opinion offers important insights for M&A deal parties into how courts interpret disclosure schedules. In Aldrich Capital Partners Fund, LP v. Bray, the stock purchase agreement and the...more

Chancery Finds Defendants Liable for Fraud Based on the Failure to Disclose Internal Billing Practices

Morris James LLP on 1/2/2024

NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) - This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more

Avoiding Buyer’s Remorse in M&A Deals

Latham & Watkins LLP on 5/12/2023

Changing market dynamics have led buyers to assess available options to address post-closing target company issues. Amid the buoyant market of 2021 and early 2022, compressed deal timelines and frenzied competition...more

What’s behind the rise in UK M&A litigation?

BCLP on 11/10/2021

Litigation following mergers and acquisitions has always been a source of important judicial decisions on critical legal issues. However, can it tell us more about the state of the deal market and where future disputes may be...more

2019 Half-year in review: M&A legal and market developments

White & Case LLP on 1/24/2020

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 2019 and their impact on M&A transactions. This review looks at these...more

Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

Dorsey & Whitney LLP on 1/13/2020

2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more

Baking the Books — Recent Instances of Fraud Highlight the Need for Vigilance in M&A Deals

Latham & Watkins LLP on 10/29/2019

Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution. Recent high-profile fraud cases gravely...more

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

Sheppard Mullin Richter & Hampton LLP on 2/22/2017

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

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

Adler Pollock & Sheehan P.C. on 3/9/2016

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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