Retained Liabilities: Expiration of an Indemnification Obligation Respecting a Retained Liability Does Not Impose the Retained Liability Upon the Indemnified Party
Warning to Directors of Selling Companies: Breach of Fiduciary Duty Liability May Exist for Failure to Investigate and Ensure Solvency of Company Post-Closing and Propriety and Effect of All Related Transactions (But You Can Protect Yourself)
The Little-Regarded Confidentiality Agreement—Distinguishing Between “Affiliates” Entitled to Receive Confidential Information and “Affiliates” Actually Bound by the Confidentiality Agreement
Features, Glenn West Musings, Insights, Legal Developments, Thought Leadership, What's New on the Watch?
There is No Fraud Without “Justifiable” Reliance: Unambiguous Terms of Written Contract Trump Claims of Fraudulent Inducement Even in the Absence of an Effective Non-Reliance Clause
Features, Glenn West Musings, Insights, Legal Developments, Purchase Agreements, Topics, Trends, What's New on the Watch?
A Delaware Supreme Court Footnote Reignites Concerns about the Reliability of Contractual Representations & Warranties–Are Deal Lawyers Really Going to Start Debating Sandbagging Again?