Recently by Maurice M. Lefkort
Mergers & Acquisitions
Lies, Half-Truths, And Concealing Information: The Risks Of M&A Due Diligence
Since the Abry case in 2006,[1] sellers in mergers and acquisition transactions have increasingly tried to structure Acquisition Agreements to effectively nullify buyers’ common law fraud remedies. This trend, if taken to its extreme, would allow a seller to lie in diligence to induce a...
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When Your Non-Binding Term Sheet Creates An Enforceable Contract: Important Decision On The Duty To Negotiate In Good Faith
Term sheets are often used to facilitate the negotiation of a transaction. When a term sheet is used, there is a risk that one party may seek to treat the term sheet as an enforceable contract. A recent decision by the Delaware Supreme Court[1] highlights circumstances in which an agreement to...
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Acquirors Beware: The Unintended Standstill Consequences Of Confidentiality Agreements
A recent Delaware Court of Chancery decision highlights the importance of careful review and negotiation of the confidentiality agreements typically entered into at the beginning of the merger and acquisition process. In Martin Marietta Materials, Inc. v. Vulcan Materials Company (Del. Ch. 2012...
Read MorePizzazz In Your Diligence, A Structure That Works, And Other Lessons From Recent M&A Cases - Part II
Part I of this article, which appeared in the March 2008 issue of The Metropolitan Corporate Counsel, discussed the antifraud and the risk allocation paradigms for dealing with disclosure obligations and liability disclosure, summarized below. Please visit www.metro-corpcounsel.com to view...
Read MorePizzazz In Your Diligence, A Structure That Works, And Other Lessons From Recent M&A Cases - Part I
The recent "credit crunch" and the stress that it places on the M&A marketplace has increased the number of broken deals in which buyers seek to exit transactions due to frustrated expectations. As these busted deals lead to litigation, important lessons that can be of value to M&A...
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