Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
The American Bar Association (ABA) 2020 – 2021 Private Target Mergers & Acquisitions Deal Points Study[1] analyzed publicly available acquisition agreements for 123 transactions executed and/or completed in 2020 and the first...more
Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware....more
M&A update – Sellers and buyers who have completed transactions within the past several years should take note of Gov. Andrew Cuomo’s Executive Order 202.8, tolling the statutes of limitations for all claims through April 19....more
How do Contracts End? - Although Mahler symphonies might seem to go on forever, they do eventually end when the orchestra plays the last note in the last movement. Contracts end, also. However, the end of a contract isn’t...more
...When reviewing real estate contracts, many people act like an inexperienced musician sight-reading music. They gloss over contract language that doesn’t look specific to their deal. Believing the language to be...more
The Sixth Circuit has affirmed an order vacating an arbitration award, agreeing with the district court that the mandatory arbitration clause at issue was unenforceable upon termination of the agreement in which it was...more
The recent Court of Queen's Bench of Alberta decision in NOV Enerflow ULC v Enerflow Industries Inc. (the NOV Decision) considered survival periods of representations and warranties in commercial contracts and the interplay...more
Does the duty to arbitrate survive the expiration of a contract? The United States Court of Appeals, Sixth Circuit recently held “yes.” The Sixth Circuit became the first federal appeals court to examine whether a contract’s...more
Survival of representations and warranties (“reps and warranties”) is among the staples of highly negotiated provisions in M&A purchase agreements. The length of the survival period limits the time during which claims may be...more
In This Issue: - Perspective - Pre-Signing Definitive Documents - Between Sign and Close - Post-Closing: Fraud Claims - Post-Closing: Survival Clauses - More on Fraud: Not all Erroneous Statements of...more