Gotta Have (More Than Just) Good Faith: A Duty That Has Its Limits In M&A

Good faith is no safety net for an incomplete commercial bargain, particularly in an M&A deal. In Australia, it is "not recognised as a general legal incident of all commercial contracts” – that is, there is no free-standing obligation or overarching duty to act in good faith in every aspect of a contractual relationship, and a requirement to act in good faith is not generally implied in share or asset purchase agreements (Les & Zelda Investments v Whitehaven Coal).... By: Ashurst Perkins Coie