A chronic issue in Texas law is defining when representations made by a “seller” prior to contract execution bind the seller, notwithstanding contract language that purports to disclaim or otherwise limit the “buyer’s” right...more
Contract parties, sophisticated and unsophisticated, often attempt to limit their exposure to post-execution claims of the contract counterparty, particularly to misrepresentation claims, by the contract language. These...more
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