Tag: Fraud
2017 M&A Trends Series: Negotiating Anti-Reliance Language
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Negotiating Anti-Reliance Language Buyers continued to assert fraud claims in private […]
Exploring the Scope of Recovery for Fraud Claims in Private Company Transactions
Court reviews detailed allegations and potential scope of recovery for fraud alleged against pre-closing officers, directors and, notably, innocent selling stockholders in a private company acquisition.
Developments Under Delaware Law in the Enforceability of Non-Reliance Provisions Against Fraud Claims
A series of cases in 2013 refined the law in Delaware relating to the enforceability of non-reliance clauses. Non-Reliance clauses are generally intended to limit a buyer’s ability to make fraud claims based upon representations made outside of the acquisition agreement (e.g., in diligence materials in the data room, spoken […]
Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements
Cooley partner Craig Menden coauthored the memo, Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements, to the Subcommittee on M&A Jurisprudence.