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
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
M&A Seller’s Extracontractual Earnout Fraud Claim Survives Dismissal Because No Anti-Reliance Clause
November 6, 2019 Introduction: It is very common for M&A sellers to not receive an earnout because buyer’s earnout promises made in negotiation never made it into the acquisition agreement. But sometimes the seller gets lucky when the agreement contains…
Posted in anti-reliance clause, earn outs, integration clause Tagged with: anti-reliance provision, earnout dispute, fraud lawsuit, Gruner v. Huron Consulting Group, Illinois common law, Illinois Securities Law, Inc., integration clause, Keywords: M&A lawsuit, legal analytics company, stock purchase agreement
PE Firm Sues After Sellers Falsely Claimed They Could Cut a Deal with a Rival to Eliminate Competition
M&A Stories November 27, 2018 An Austin-based private equity firm nearly acquired a Kansas City digital marketing and concessions company. After receiving an information memorandum detailing the target’s operations and financials, the PE firm proposed an acquisition using a combination…
Posted in anti-reliance clause, due diligence, extra-contractual fraud, negligent misrepresentation, reliance Tagged with: Antitrust concerns, Cinema Scene Marketing & Promotions case, Competition in M&A, Digital marketing company acquisition, Due diligence importance, Honesty in M&A, Legal dispute resolution, M&A case study, M&A deal lessons, Private equity firm negotiations
Clarifying Securities Fraud Claims in M&A: Lessons from O’Connor v. Cory
Explore the intricacies of federal securities fraud claims in M&A through the lens of O’Connor v. Cory. This blog delves into a notable case, emphasizing the importance of clarity in purchase agreements and offering key takeaways for sellers in similar…
Posted in anti-reliance clause, fraud in business sale, full disclosure rep, reliance Tagged with: Business experience in negotiations, Business valuation in M&A, Dallas federal district court, Disclaimer of reliance, Due diligence in M&A, Equity in purchase price, federal securities fraud, fraud carve out, Full disclosure representation, Legal proceedings in M&A, M&A legal, Material Facts Disclosure, O’Connor v. Cory, Purchase agreement, Purchase documents evaluation, representations and warranties, Securities Fraud Claims, Seller's Lawsuit
M&A Buyer’s Extracontractual Data Room Fraud Claim Barred By Anti-reliance Clause
M&A Stories August 7, 2018 In a recent legal development with significant implications for M&A transactions, a court has ruled that a buyer cannot sue the seller for fraudulent misrepresentations found in the target’s data room. This case, Chyronhego Corporation…
Posted in anti-reliance clause, fraud in business sale Tagged with: anti-reliance clause, Breach of contract, Business acquisitions, buyer protection, Buyer-seller relationships, Chyronhego Corporation v. Wight, Contractual agreements, data room disclosures, Delaware court decision, due diligence, financial projections, fraudulent misrepresentations, Indemnification caps, Industry Insights, industry-specific coverage, legal analysis, Legal Developments, legal implications, legal recourse, M&A deals, M&A Transactions, seller responsibilities, stock purchase agreement
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