Delaware Court Highlights Interplay Between Anti-Reliance Clauses and Fraud Carve-Outs in Merger Agreements

February 15, 2018


Merger agreements often contain provisions reciting that the representations in the agreement are the sole representations relied on in entering the contract. Such clauses are known as anti-reliance clauses and, if properly drafted, can limit fraud claims. Merger agreements also typically contain “fraud carve-outs.” According to the ABA Private Target Mergers and Acquisitions Deal Points Studies, fraud carve-outs were included in approximately 90 percent of agreements.

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