In ABRY Partners V, L.P. v. F&W Acquisition LLC, et al. (ABRY
Lies, Damn Lies And M&A Fraud
In <i>ABRY Partners V, L.P. v. F&W Acquisition LLC, et al.</i>, Vice Chancellor Strine of the Delaware Court of Chancery addressed the circumstances in which a seller may contractually insulate itself in a purchase agreement from claims by the buyer for rescission and post-closing damages due to intentional misrepresentations concerning the business or assets being sold. The court held that 'when a seller intentionally misrepresents a fact embodied in a contract ' that is, when a seller lies,' Delaware public policy compels Delaware courts to disregard provisions of a contract that purport to eliminate certain remedies, including the remedy of rescission. <br>This article examines Vice Chancellor Strine's decision in ABRY and highlights some of its implications for buyers and sellers in M&A transactions.
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