Davis Polk discusses Will Anti-Reliance Provisions Preclude Extra-Contractual Fraud Claims? Answers Differ in Delaware, New York, and California

Merger agreements and other complex contracts often contain “anti-reliance” provisions reciting that the representations in the agreement are the sole representations on which the parties relied in entering into the contract. The law regarding the interpretation and enforceability of such clauses—whether in a merger agreement, a settlement agreement, or other commercial contract—varies by jurisdiction, and continues to develop. On November 24, 2015, the Delaware Court of Chancery in Prairie Capital III, L.P. v. Double E Holding Corp.[1] held that, as a matter of Delaware law, there are no “magic words” to disclaim reliance on extrinsic representations. While a standard … Read more

Davis Polk discusses Closing Your M&A Deal on a Weekend

In case you are wondering – no, this is not about making the closing more festive, or planning for a champagne celebration after the closing.

As companies think about the timing of the closing, several key drivers are leading both the buyer and the seller to strongly prefer a month-end closing (which could happen to fall on a weekend), especially:

  • Accounting and systems issues with having a cut-off date that is not at month-end for purposes of preparing the closing balance sheet or financial statements to be included in future public filings
  • The switch over of operational items and IT

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