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“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness.  M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers

Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: , , , , , , , , , ,


Learn about a recent M&A case where a buyer alleges the seller concealed credit risks before closing, leading to legal action and a court ruling denying the seller’s motion to dismiss. M&A Stories    April 13, 2021   Introduction: When buying a business,

Posted in exclusive remedy, fraud carveout, fraud in business sale, fraudulent inducement Tagged with: , , , , , , , , , , , ,

Buyer’s Right to Sue Sellers for $9 Million in Pre and Post-Sales Tax Liabilities in M&A Deal

Explore a case study where a buyer’s right to sue sellers for $9 million in pre and post-sales tax liabilities was examined in an M&A deal. Learn about the legal arguments, court decisions, and the implications for similar situations. July

Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: , , , , , , , , , , ,

Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition

Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement

Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: , , , , , , , , , , , ,

Court Rules on $12 Million M&A Termination Fee

Explore the court’s decision on a $12 million M&A termination fee in the case of Genuine Parts Company v. Essendant Inc. Learn valuable insights for M&A deals and fiduciary out clauses. November 5, 2019 Introduction: In M&A deals, sellers often

Posted in exclusive remedy, fraud carveout, termination of M&A agreement, termination or breakup fee, willful breach carveout Tagged with: , , , , , , , ,

How a Fraud Carve-Out Protected a Buyer’s Employee Non-Solicitation Claim in an M&A Deal

Explore a case study where a fraud carve-out provision played a crucial role in protecting a buyer’s interests in an M&A deal. Learn about the legal intricacies surrounding employee non-solicitation claims and exclusive remedy provisions. October 19, 2019 Introduction: Many

Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: , , , , , , , , , , , , ,

Buyer’s Fraud Claim Survives in M&A Case

Explore a recent Delaware M&A case where a buyer successfully navigated legal obstacles, including fraud claims, in an asset purchase agreement. Learn about the court’s ruling and the significance of fraud carve-out provisions in M&A transactions. August 7, 2019 M&A

Posted in bootstrapping doctrine, exclusive remedy, fraud carveout, fraud in business sale, non-reliance clause Tagged with: , , , , , , , , , , , , , , , , , , , ,

M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims

Explore the crucial role of the APA Integration Provision and Exclusive Remedy Clause in a recent M&A case involving a Denver-based seller and a Houston-based buyer. Discover key allegations, the seller’s claim, the court’s decision, and the legal obstacles faced

Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: , , , , , , , , , , , , , , , , , , , ,

Boilerplate provision (fraud carve-out) saves the buyer’s fraud lawsuit against the seller of a business

The seller owned and operated a food tray business that sold rigid trays, foam trays, and absorbent pads to food handlers and processors. In the summer of 2014, the seller sought to sell its North American foam tray and pads

Posted in exclusive remedy, fraud carveout

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