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Icebergs in Your ContractUndefined Fraud Carve-outs Continue to Produce Peril for Innocent Private Equity Sellers

USA - December 17 2018 Donald Sutherland may be best known as a Hollywood actor, but a man by the same name was apparently a wireless operator aboard the Parisian, a ship...


Words MatterEven Deleted Ones in a List of Potentially “Redundant Synonyms” from a Prior Draft

USA - December 5 2018 Lawyers are often accused of being wordy. Why say something with one word when you can use several? And the English language is more than...


While Time Marches OnBreach of Representations & Warranties, Survival Periods, and New York’s Statute of Limitations

USA - November 5 2018 On October 16, 2018, New York’s highest court held that freedom of contract is strictly constrained by the State’s statute of limitations...


There is Such a Thing as a “Material Adverse Effect”: Delaware Court Supports Buyer’s Right to Terminate

USA - October 15 2018 For as long as many of us can remember, buyers and sellers in transactions of all types, including 363 asset sales and new money investments, have...


A Delaware Case Has Finally Determined That There is Such a Thing as a “Material Adverse Effect”

USA - October 8 2018 More than 17 years-ago, in In re IBP, Inc. Shareholders Litigation,1 then Vice Chancellor Leo Strinenow Chief Justice of the Delaware Supreme...