September 23, 2014, 1:00 p.m. – 2:00 p.m. (E.D.T.)

In the context of private M&A transactions, where do the boundaries exist between proper negotiation and fraudulent conduct? A buyer may believe that the seller has a duty to disclose negative facts about the company, while the seller may believe that the buyer has the responsibility to ask the right questions and conduct proper due diligence to satisfy itself as to the condition of the company. Where contractual disclaimers are at play, buyers and sellers can often be at odds on who bears the ultimate risk of reliance on inaccurate information. In such cases, common law fraud may be the final arbiter of which party is ultimately deemed at fault for dashed expectations following a private company acquisition. This One-Hour Briefing will examine how common law fraud principles can govern the proper scope of seller and buyer responsibilities when due diligence and contractual protections fall short.

Michael M. Farhang of Gibson, Dunn & Crutcher LLP will address the following topics:

• What are the common law fraud standards in two representative jurisdictions, New York and California, as applied to buyer and seller conduct in private M&A transactions?
• What are the effects of choice-of-law provisions in private M&A agreements?
• What impact does a contractual disclaimer have on a buyer’s reliance on alleged representations or omissions by the seller regarding the target company?
• How do courts view the quality of a buyer’s due diligence when evaluating claims of fraud in the M&A context?
• What are some of the policy considerations relevant to the boundaries of responsibility between sellers and buyers in the M&A context?

Register now and don’t miss this important free briefing!