Client Alert: Order Matters: Delaware Court Rewrites the Rules on Materiality Scrapes

A new post-trial opinion from the Delaware Superior Court's Complex Commercial Litigation Division warns M&A dealmakers about a drafting trap. The order in which a materiality scrape is applied to an indemnification representation can change what that representation actually requires. A seller may end up liable for conduct far less serious than what it thought it had agreed to cover.... By: Whiteford