News & Analysis as of

Fraud Purchase Agreement

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

Courts Will Not Assist An Effort To Enforce An Illegal Contract

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By Jonathan H. Freiberger  The Courts of New York will not aid in the enforcement of a contract when the subject matter is illegal. Cases standing for this seemingly unremarkable proposition are varied. For example, in...more

Proskauer - Blockchain and the Law

Fraud Claims Against Token Issuer Dismissed Based on Disclosures to Accredited Investor

The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more

Morgan Lewis - Power & Pipes

Real-World Litigation Impacts of Contract Clauses in Energy Contracts Key No-Reliance Language Under Texas Law

Contracting parties sometimes attempt to rely on merger clauses to avoid future claims arising from reliance on extra-contractual representations such as fraudulent inducement. But in Texas, the inclusion of a standard merger...more

Goulston & Storrs PC

Indemnification as an Exclusive Remedy (UPDATED)

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: Over the time period covered by the nine ABA studies (2005-2021), the...more

Gray Reed

Delaware Court Provides Clarity Regarding Anti-Bootstrapping Rule

Gray Reed on

On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”...more

Bilzin Sumberg

Delaware Court Upholds “Sandbagging,” But Policy Concerns Linger

Bilzin Sumberg on

It’s a situation that, at least theoretically, could happen many times every business day, all across the country, given how often businesses choose to have Delaware law apply to their contracts. A party (the seller or...more

Hogan Lovells

Online HealthNow, Inc., et al: Anti-fraud provisions can be “too much dynamite” - Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more

Morris James LLP

Superior Court’s Complex Commercial Litigation Division Reaffirms Delaware’s Public Policy Against Intra-Contractual Fraud

Morris James LLP on

Aveanna Healthcare, LLC v. Epic/Freedom LLC, N20C-08-055 AML CCLD (July 29, 2021). Under Delaware law, parties may agree contractually to disclaim reliance – and potential liability for fraud – based on false...more

Pillsbury Winthrop Shaw Pittman LLP

The Need to Be Deliberate about Fraud Carve-Outs

Express Scripts: Delaware Supreme Court holds that an otherwise undefined “deliberate fraud” carve-out to an indemnification provision is limited to intentional fraud and does not include recklessness. Specific provisions...more

Gray Reed

Private Equity Fund May Be Liable for Fraud, Aiding and Abetting Fraud and Conspiracy in $295 Million Sale of Portfolio Company...

Gray Reed on

In Agspring Holdco, LLC, et al v. NGP X US Holdings, L.P., et al, the Delaware Court of Chancery (the “Court”) denied a motion to dismiss claims of fraud, aiding and abetting fraud and conspiracy to commit fraud against the...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

McCarter & English, LLP

The Delaware Court Of Chancery Finds That Fraud May Serve As An Alternate Source Of Recovery For Aggrieved Purchasers

McCarter & English, LLP on

Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its...more

Morris James LLP

CCLD Applies Anti-Reliance Provisions, Dismisses Buyer’s Fraud Claims

Morris James LLP on

Infomedia Group, Inc. v. Orange Health Solutions Inc., C.A. No. N19C-10-212 AML CCLD (Del. Super. Ct. July 31, 2020) - This case is a strong reminder that Delaware will enforce anti-reliance clauses to bar claims for fraud...more

Gray Reed

Buyer’s Claim of Fraud and Fraudulent Inducement in Connection with $106 Million Purchase of Target Allowed to Proceed Due to...

Gray Reed on

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

Winstead PC

Because Fraud By Nondisclosure Cannot Occur After A Transaction Is Consummated, Employees Generally Do Not Owe A Duty To Disclose...

Winstead PC on

In CLC Roofing v. Helzer, a roofer purchased shingles from a seller and stored them on the seller’s property. No. 02-17-00229-CV, 2019 Tex. App. LEXIS 5927 (Tex. App.—Fort Worth July 11, 2019, no pet. history). ...more

Goulston & Storrs PC

Probate and Fiduciary Litigation Newsletter - August 2018

Goulston & Storrs PC on

Three recent trial court decisions address issues that may be of interest to estate planning and administration lawyers, as well as probate and fiduciary litigators...more

Snell & Wilmer

“But I didn’t know what I was signing….”

Snell & Wilmer on

In real estate cases—which frequently involve long purchase agreements, loan documents, personal guarantees, deeds of trust, etc.—we’ve likely all had a client or opposing party who trots out the line that they didn’t know...more

Dechert LLP

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

Dechert LLP on

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

Orrick, Herrington & Sutcliffe LLP

Investing in China Key Challenges and Mitigation Strategy

In early 2005, a subsidiary of listed Hong Kong and China Gas Company Limited (0003.HK) bought a controlling stake in a Chinese joint venture company. Initial payments were made, but then the audited financial statements...more

Burr & Forman

Should You Litigate In Court or Arbitrate the Dispute?

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Faced with the rising costs of doing business in our increasingly litigious society, today's employers are looking at any way to manage fees and costs associated with resolving disputes over employment decisions. Some of the...more

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