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
Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information
Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study
Sophisticated Buyer’s Fraud Claim Dismissed Because Due Diligence Would Have Uncovered It
M&A Stories December 19, 2018 In 2015, an Israeli pharmaceutical company paid $2.3 billion to acquire a Mexican pharmaceutical company and its intellectual property. After closing, the buyer alleged the sellers had concealed serious legal violations that crippled the target’s…
Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties Tagged with: Buyer's lawsuit, Due diligence in M&A, fraud claim dismissal, Israeli pharma buyer, Legal violations, M&A legal case, Mexican FDA compliance, Mexican pharmaceutical seller, Representation and Warranty, Thorough due diligence
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
Delaware Court Rules in Favor of Buyer in Environmental Misrepresentation Case
M&A Stories October 3, 2018 A global specialty chemical company based in Covington, Kentucky, recently won a legal battle against a New Jersey-based specialty chemicals maker. The case revolved around the buyer’s acquisition of the target, which operated a dyes…
Posted in extra-contractual fraud, fraud in business sale, fraudulent omission Tagged with: Ashland LLC v. Heyman, Court ruling, Delaware Superior Court, due diligence information, environmental misrepresentation, Fraud claim, global chemical company, legal battle, Linden property, M&A legal blog, M&A Transactions, New Jersey-based chemicals maker, off-site contamination, remedial work, seller's statements, specialty chemical company, stock purchase agreement
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