M&A Stories May 13, 2026 Sellers and their advisors should be wary of relying on buyer extracontractual earnout promises to do something in the future. Even without an anti-reliance clause, Delaware courts will use the integration clause to bar a…
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M&A Stories: How Choice of Law is Critical to a Seller in Post-Closing Disputes
M&A Stories January 23, 2026 One Question Does your merger agreement default to Delaware law, or does it utilize New York law to ensure a buyer must meet the more rigorous “clear and convincing” evidence standard before successfully asserting a…
Posted in choice of law provision Tagged with: Burden of proof for common law fraud in New York M&A, Choice of law, Delaware preponderance of the evidence fraud burden, Fraud Standard of Proof, High degree of probability fraud standard NY, Indemnification caps, lower middle market M&A, M&A litigation, New York clear and convincing evidence standard for fraud, New York vs. Delaware fraud evidentiary threshold, Post-closing disputes, Purchase Agreement Defense, seller risk management, specific performance
When M&A Disputes Go Public: The Lesson of Broad Delaware Choice-of-Law Clauses
Avoid costly post-closing legal battles! This post breaks down the pivotal Delaware Court of Chancery ruling, Cytotheryx, which confirmed that a broadly worded Delaware choice-of-law clause in a merger agreement applies not just to contract disputes, but also to related…
Posted in boilerplate provisions, choice of law provision, scope Tagged with: APA, asset purchase agreement, Choice of Law Clause, contract drafting, Contractarian Law, Cytotheryx v. Castle Creek, Deal Counsel, Defamation, Delaware Choice-of-Law, Delaware Court of Chancery, fraud claims, Governing Law Provision, Innocent Construction Rule, litigation risk, lower middle market, M&A, M&A legal, M&A Risk Management, merger agreement, Mergers and Acquisitions, Misrepresentation, Post-Closing Dispute, Predictability in M&A, Private Equity, private target, seller side M&A, SPA, stock purchase agreement, Strategic buyer, tort claims
When an Integration Clause Alone Can Block an M&A Extracontractual Fraud Claim
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
M&A Delaware Forum Clause Enforced Against California Public Policy Challenge
Protect your M&A deal from forum shopping. This legal analysis of Anzu Partners v. OmegaX shows how lower middle market sellers can use a Delaware exclusive forum clause to defeat post-closing litigation filed in California, even when the buyer claims…
Posted in against public policy, boilerplate provisions, choice of law provision, forum selection clause, problems with forum selection clauses Tagged with: acquisition agreement boilerplate, Anzu Partners v. OmegaX, California Blue Sky Law, California public policy, Choice of law, Delaware Court of Chancery, Delaware forum selection clause, exclusive jurisdiction, jurisdictional 'what ifs', jury trial waiver, legal drafting, lower middle market M&A, M&A advisors, M&A Disputes, M&A legal risk management, M&A litigation, merger agreement, New Castle County, pre-closing legal tool, private target acquisition, seller side risk management, statutory claims, stock purchase agreement, tort claims
Does Your M&A Choice of Law Provision Cover Statutes of Limitation?
When a deal goes wrong, does your contract protect you? Learn a crucial, non-obvious mistake about choice of law and statutes of limitations that can leave buyers and sellers vulnerable, and discover the simple contractual fix to protect your deal…
Posted in boilerplate provisions, choice of law provision, statute of limitations Tagged with: Breach of contract, choice of law provision, Contractual Remedies, Delaware law, equitable tolling, fraud in the inducement, legal risk management, lower middle market, M&A advisors, M&A contracts, M&A Due Diligence, M&A law, M&A litigation risk, M&A mistakes, Mergers and Acquisitions, New York law, pre-closing legal strategy, private target businesses, statute of limitations
Buyer’s Forum Selection Clause Strategy Backfires in Baseball Program Acquisition
M&A Stories November 28, 2024 In 2023, a Nebraska-based buyer acquired the assets of a Texas youth baseball organization specializing in training players and fielding competitive teams in regional and national tournaments. The $1.3 million asset purchase agreement included a…
Posted in forum selection clause Tagged with: asset purchase agreement disputes, buyer litigation strategies, drafting M&A contracts, forum selection clause risks, jurisdictional risks in M&A, legal risks in contract clauses, M&A forum selection clauses, Nebraska business law, permissive forum selection, Texas M&A disputes
DELAWARE FORUM SELECTION CLAUSE BINDS SELLER SUBSIDIARY IN ACQUISITION DISPUTE
Delaware Court of Chancery holds that the seller subsidiary, a party to a take-or-pay supply agreement with the target, is subject to the stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA.…
Posted in enforce against nonparty, forum selection clause Tagged with: Acquisition dispute. Seller subsidiary, Delaware Court of Chancery, Delaware court ruling, Delaware jurisdiction, Florida Chemical Company v. Flotek Industries, Forum selection clause, M&A legal blog, stock purchase agreement, Take-or-pay supply agreement
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