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…
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When M&A Disputes Go Public: The Lesson of Broad Delaware Choice-of-Law Clauses
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
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 M&A 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…
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
Court Restricts Company Seller’s Nationwide Noncompete to 3 States
Introduction The sale of a company usually comes with its goodwill. In fact, in many cases goodwill is the crown jewel of the business. The last thing a buyer wants, is to pay top dollar for the business only to…
Posted in boilerplate provisions, California, choice of law provision, Delaware, noncompete area, reformation Tagged with: California noncompetes, choice of law provision, noncompete area
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