Recent Developments in Delaware Commercial Law: Important Decisions and Legislation for Contract Drafting

Over the past few years, there have been numerous developments in Delaware commercial law as a result of court decisions and legislation. This article addresses a few of these developments that are particularly relevant to drafting and interpreting certain provisions in merger agreements, stock purchase agreements, asset purchase agreements and other transaction documents.

This article is not intended to address all such recent developments, but instead discusses a subset of cases and legislation specifically involving the following topics:

1. availability of remedies for breach of an agreement to negotiate in good faith; 
2. enforceability of indemnification and release provisions in a merger agreement;
3. legislation passed in Delaware in 2014 authorizing a statute of limitations of up to twenty years for breach of contract claims; and
4. interpretation of contractual provisions that bar claims for misrepresentations based on statements or omissions made outside the express terms of a written agreement.

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R. Jason Russell, Sara A. Gelsinger, “Recent Developments in Delaware Commercial Law: Important Decisions and Legislation for Contract Drafting,” Vol. 16, No. 2, Delaware Law Review (December 2016).