Corporate > AG Deal Diary > Practice Tips for M&A Practitioners for 2014
23 Jan '14

Based on a number of cases decided by the Delaware courts in 2013, we have summarized practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements:

  • Disclaimers of Reliance and Accuracy Clauses Likely Do Not Bar Fraud Claims
  • Modification of Default Fiduciary Duties in Limited Liability Companies (LLCs) Versus the Covenant of Good Faith and Fair Dealing
  • Attorney-Client Privilege Passes to the Surviving Corporation in a Merger
  • No Assignment of Agreements in Reverse Triangular Mergers
  • Survival Clauses Can Shorten Statute of Limitations
  • Need for Provisions Regarding Status of Former Partners and Valuation of Capital Account
  • Earn-Out and Indemnification Provisions Need to be Clear and Specific
  • Strict Requirements for Valid Stock Issuance
  • Technical Requirements for Valid Stockholder Consents

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