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
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
...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 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
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