News & Analysis as of

Misrepresentation › Stock Purchase Agreement

Snell & Wilmer

Sorting Through the Kettle of Fish: Delaware Supreme Court Enforces Contractual Provisions Limiting Liability to “Deliberate...

Snell & Wilmer on

When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d...more

Stinson - Corporate & Securities Law Blog

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement

Stinson - Corporate & Securities Law Blog on

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more

Ballard Spahr LLP

Delaware Court of Chancery Holds Anti-Reliance Clause May Bar Fraud Claims Premised on Representations Outside of Agreement

Ballard Spahr LLP on

Delaware's Chancery Court rejected a buyer's fraud claims premised on misrepresentations and omissions other than the statements the contract identified as the seller's "sole and exclusive representations" in a recent...more

Morris James LLP

Court Of Chancery Explains Anti-Reliance Clause

Morris James LLP on

This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

CMCP - California Minority Counsel Program on

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

Katten Muchin Rosenman LLP

Delaware Court of Chancery Finds Exculpation Clause Does Not Bar Concealment Claim

Katten Muchin Rosenman LLP on

The Delaware Court of Chancery recently upheld a buyer’s claim that a seller fraudulently and actively concealed material information, even though the buyer had agreed to an exculpation clause in the stock purchase agreement...more

6 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide