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Stuff You Might Need to Know: What Assignments Do Broad Anti-Assignment Clauses Not Prohibit? | Weil, Gotshal & Manges LLP

Stuff You Might Need to Know: What Assignments Do Broad Anti-Assignment Clauses Not Prohibit? | Weil, Gotshal & Manges LLP
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There Is More to a Choice-of-Law Clause Than Filling in the Name of the Selected State | Weil, Gotshal & Manges LLP

There Is More to a Choice-of-Law Clause Than Filling in the Name of the Selected State | Weil, Gotshal & Manges LLP
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Delaware Declares That Deliberate Fraud Is Indeed Something Completely Different than Reckless Fraud | Weil, Gotshal & Manges LLP

To embed, copy and paste the code into your website or blog: By now we should all be well-schooled in the various types and sources of fraud claims, as well as the dangers of undefined fraud carve-outs to the sell-side in an M&A transaction governed by Delaware law. But a recent decision by the Delaware Supreme Court, Express Scripts, Inc. v. Bracket Holdings Corp., 2021 WL 752744 (Del. Feb. 23, 2021), provides an opportunity to reaffirm that prior schooling and ensure, for the sell-side, that fraud carve-outs only encompass deliberate lying by the seller itself respecting the negotiated contractual representations set forth in the written acquisition agreement.

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Determining the Fair Market Value of Shares— Unintended Mischief from Marketability and Minority Discounts | Weil, Gotshal & Manges LLP

To embed, copy and paste the code into your website or blog: Distinguishing between an entity and the ownership of equity in that entity is not difficult. But it is surprising how often those two distinct concepts become conflated or obscured in the drafting of commercial agreements. Thus, in a New York case involving the interpretation of a prenuptial agreement, a spouse was denied a share of the proceeds of the sale of stock owned by her ex in a company because the agreement, as drafted, specified that she was only entitled to a share of the proceeds from a sale

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When Liquidated Damages Are Not—The Common Law s Abhorrence of Penalties and What You May or May Not Be Able to Do About It | Weil, Gotshal & Manges LLP

To embed, copy and paste the code into your website or blog: As a general rule, courts do not save sophisticated parties from bad deals; instead, courts enforce both good deals and bad deals between sophisticated parties according to the express terms set forth in a written contract. [1] New York is particularly prone to upholding these freedom of contract principles because freedom of contract avoids “judicial upending of the balance struck at the conclusion of the parties’ negotiations,” as well as “promotes certainty and predictability and respects the autonomy of commercial parties in ordering their own business arrangements.” [2] But most general rules have their exceptions. And a recent decision by New York’s highest court,

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