M&A Stories June 1, 2026 Under Delaware law M&A sellers can avoid extracontractual fraud claims — which are not subject to the agreement’s indemnification cap — if there is a robust anti-reliance clause where the buyer explicitly disclaims reliance on…
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What Your Anti-Reliance Clause Cannot Do
Posted in anti-reliance clause, anti-reliance clause, extra-contractual fraud, fraud in business sale, fraudulent intent, Uncategorized Tagged with: anti-reliance clause, asset purchase agreement, Contractual Fraud, Delaware Contract Law, Delaware M&A law, fraud in the inducement, Fraudulent Misrepresentation, indemnification cap, lower middle market M&A, M&A fraud claims, M&A litigation, M&A Representations, M&A Risk Management, Pre-Closing Misrepresentation, representations and warranties, Scienter, Sell Side M&A, seller advisors, Seller liability, Uncapped Liability
When an Integration Clause Alone Can Block an M&A Extracontractual Fraud Claim
M&A Stories November 12, 2025 For buyers, sellers, and their advisors in the lower middle market, a frequent worry in M&A litigation is the extracontractual fraud claim. This is where one party argues they were fraudulently induced to enter the…
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
How Overstated Revenue Leads to Fraud Claims and Unlimited Liability
Discover the high stakes of fraud allegations in M&A transactions through this case study involving overstated revenue and nondisclosure. When an IT consulting firm failed to disclose that its projected $25 million revenue was inflated due to enterprise division contributions,…
Posted in fraud in business sale, fraudulent inducement Tagged with: and seller's legal obligations., asset purchase agreement, Breach of contract in M&A, buyer fraud claims, contractual representations, Delaware Superior Court, false revenue claims, fraud defense in M&A, Fraud in M&A, Indemnification caps, IT consulting M&A, Legal Risks in M&A, M&A case studies, M&A Due Diligence, M&A legal disputes, M&A litigation, M&A negotiations, M&A transaction risks, purchase price adjustments, revenue misrepresentation, seller disclosures, SMB acquisition
Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
This blog post explores the critical role of due diligence in mergers and acquisitions, illustrating how it can empower buyers to withdraw from disadvantageous deals. It recounts a cautionary case involving the purchase of a nutritional supplement company, emphasizing the…
Posted in due diligence, fraud in business sale Tagged with: assessing seller claims, asset acquisition challenges, business sale litigation, buyer protection strategies, buyer's option to walk away, Buyer's rights in M&A, case studies in M&A, fraud defense in M&A, independent testing in mergers, legal aspects of acquisitions, Legal disputes in M&A, M&A Due Diligence, nutritional supplement industry acquisitions, protein content discrepancies, recent M&A legal cases, valuation in mergers and acquisitions
Barring Extracontractual M&A Fraud Under New York Law
M&A Stories June 19, 2024 M&A sellers often seek to limit their exposure to representations and warranties in purchase agreements. A common strategy is the inclusion of an anti-reliance clause, where the buyer disclaims reliance on any seller representations and…
Posted in anti-reliance clause, fraud in business sale Tagged with: anti-reliance clause, asset purchase, Brooklyn trial court, Business acquisitions, business litigation, buyer protections, Case Study, commercial litigation, contract law, fraud suit, legal challenges in M&A, Legal Precedents, M&A dispute, M&A legal issues, M&A transaction tips, net income misrepresentation, New York law, Purchase agreement, representations and warranties, seller strategies
The Reach of a Forum Selection Clause: Can M&A Buyer’s Fraud Suit against Seller and Multiple Owners and Managers Be Tried in Delaware?
M&A Stories June 4, 2024 When it comes to M&A transactions, it’s standard practice for buyers and sellers to decide on a specific forum for any litigation that may arise. Often, that forum is Delaware, a popular choice due to…
Posted in fraud in business sale, Problems with financials, problems with forum selection clauses Tagged with: acquisition disputes, Chumash Capital Investments case, commercial litigation, complex commercial litigation, corporate litigation, cross-jurisdictional legal issues, defense contractor acquisition, Delaware corporate law, Delaware Superior Court, Forum Selection Clauses, Fraud in M&A, fraudulent financial statements, Grand Mesa Partners lawsuit, legal complexities in M&A, legal strategy in M&A, Litigation strategy, M&A legal disputes, M&A legal topics, M&A Transactions, multi-defendant litigation, multi-jurisdictional litigation
BUYER NOT IN BREACH FOR DEMANDING REFUND AFTER UNVEILING SELLER’S FRAUD IN NIGHTCLUB PURCHASE
A Georgia intermediate appellate court held that the buyer had not breached the purchase agreement after the closing for wanting to unwind the deal. July 26, 2023 Introduction: In a recent case, an Atlanta nightclub buyer faced a lawsuit from…
Posted in fraud in business sale Tagged with: Atlanta Nightclub Acquisition, Buyer's Refund Demand, Directed Verdict in Trial, Disclosure of Criminal Incidents, Grae Hospitality, Lawsuit and Appellate Court, LLC, LLC v. LL Atlanta, M&A legal blog, Purchase Agreement Breach, Seller's Fraudulent Actions, Unwinding a Deal in M&A
SEC Files Lawsuit Against Target Executives for Deceptive Practices in M&A Deal
The SEC’s legal action against Target’s CEO and CTO reveals the consequences of misleading buyers in M&A deals. Learn about the case and its implications for ethical M&A negotiations. M&A Insights Choosing the ethical path in M&A negotiations is not…
Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal
Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…
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