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Summary
|
 Covers
various issues over
contractual representations and warranties
|
ABRY Partners v F&W Acquisition
Del Ch 2006
|
Significant
Delaware decision
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Securities Law Liability - SEC'S
Titan Investigation
|
SEC's Titan
investigation 2005
- Became grounds for Lockheed
to terminate
its acquisition of Titan
- As Titan's M&A representations were
false,
which gave rise to a material adverse change
- SEC took position that falsity of
representations,
because they were included in M&A disclosure documents, was
itself actionable
- Merger agreement was filed as an exhibit and
referred to in Titan's proxy statement
- SEC acknowledged that false representation wasn't
targeted at Titan shareholders, but said it could still mislead investors
- Raises tension between how representations are
used for contractual risk allocation and how they are disclosed in SEC filings
- SEC position has been criticized by many
practitioners
- Some of whom recommend using disclaimers
- Other believe SEC's report is situation-specific
- Report itself disclaims any SEC attempt to change
customary M&A practices
 Sample
disclaimers
- Renaissance Learning Form S-4
Commentary SEC_CODE_REF_0090001192884
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Precedent Opinions and Disclosures
|
To
find precedent examples of representations and warranties,
and related proxy statement disclosures,
look under the Agreements and Proxy solicitation
sub-sections
of our collected M&A deals
Our
collected M&A deals are indexed by:
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Commentary
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Law
firms
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Related Topics
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