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When an Integration Clause Alone Can Block an M&A Extracontractual Fraud Claim

Posted on November 12, 2025 by mklaw_admin

Explore the powerful, yet specific, defense offered by an Integration Clause in M&A disputes. This analysis of a recent Delaware Court of Chancery decision, Park7 Student Housing v. PR III, shows how a clear Integration Clause can protect lower middle…

Posted in anti-reliance clause, extra-contractual fraud, fraud in business sale, integration clause Tagged with: Acquisition Agreement, anti-reliance clause, asset purchase agreement, closing conditions, contract defenses, contractual language, deal protection, Delaware Court of Chancery, equity purchase agreement, extracontractual fraud, Fraudulent inducement, integration clause, legal risk management, LLC equity acquisition, lower middle market M&A, M&A contracts, M&A litigation, membership interest purchase agreement, Park7 Student Housing, private target acquisition, seller side risk management, stock purchase agreement, unit purchase agreement

Buyer Beware: How a Missing Anti-Reliance Clause Can Lead to Six Years of Earnout Litigation

Posted on November 5, 2025 by mklaw_admin

Protect your M&A deal: A missing anti-reliance clause cost a buyer six years of litigation in a Delaware earnout dispute. Learn how lower middle market buyers can use this critical pre-closing legal tool to bar seller’s extracontractual fraud claims and…

Posted in anti-reliance clause, problems with earnouts Tagged with: Acquisition Agreement, anti-reliance clause, asset purchase agreement, business law, buyer protection, Camaisa v. Pharmaceutical Research Associates, cloud technology M&A, Court of Chancery, Delaware law, earnout dispute, earnout negotiation, extracontractual fraud, legal advisors, legal due diligence, lower middle market M&A, M&A legal risk, M&A litigation, merger agreement, pre-closing risk management, private target business, seller representations, stock purchase agreement