Dodd-Frank.com

Seller’s Disclaimer of Extracontractual Representations Is Not Enough To Preclude a Fraud Claim

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In FdG Logistics LLC v. A&R Logistics Holdings, Inc. Chancellor Bouchard of the Delaware Court of Chancery found that a seller’s disclaimer of extracontractual representations is not enough to preclude a fraud claim.  A fraud claim can only be precluded if the buyer affirmatively states what it is relying on... Read More

Topics: Litigation, M&A, Private Equity

Disclosure Settlement Rejected in Trulia Merger Litigation

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Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation.  The Chancellor concluded the terms of the proposed settlement were not fair or reasonable because none of the supplemental disclosures were material or even helpful to Trulia’s stockholders, and thus the... Read More

Topics: M&A

Takeover Litigation Sharply Declines in Last Quarter of 2015

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Matthew D. Cain, of the SEC, and Professor Steven Davidoff Solomon of the University of California, Berkeley – School of Law, published a report analyzing preliminary statistics for takeover litigation in 2015. According to the report, takeover litigation was substantially disrupted in 2015 by the Delaware courts’ willingness to challenge... Read More

Topics: Litigation, M&A, Public Companies and Securities

Delaware Addresses Exclusive Representations, Integration and Exclusive Remedies Provisions

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In Prairie Capital III, L.P. v. Double E Holding Corp. the Delaware Court of Chancery examined exclusive representations and integration clauses, omissions and exclusive remedies provisions.  The opinion notes: Delaware law enforces clauses that identify the specific information on which a party has relied and which foreclose reliance on other... Read More

Topics: Litigation, M&A, Private Equity

How Many Regulation A+ Offerings Has the SEC Qualified?

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Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated.  Per my review, the following Regulation A+ transactions that were filed after the effective date of the Regulation A+ rules have been... Read More

Topics: Crowdfunding, M&A, Public Companies and Securities