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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: , , , , , , , , , , , , , , , , , , , ,

Unveiling the Power of Boilerplate: A Critical Analysis of the Fraud Carve-Out Provision in M&A Deals

Explore the legal intricacies of M&A in our latest blog post, “Unveiling the Power of Boilerplate.” Dive into the courtroom drama of Novipax Holdings LLC v. Sealed Air Corporation, discovering how a fraud carve-out provision became the buyer’s lifeline. Gain

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

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