Francis Pileggi, Chauna Abner Co-Author Article for Delaware Business Court Insider on Recent Court of Chancery Decision Addressing Integration Clauses
Wilmington, Del. (July 30, 2021) - Wilmington Managing Partner Francis G.X. Pileggi and Associate Chauna A. Abner recently published an article for the Delaware Business Court Insider (part of Law.com) titled, “Chancery Identifies Claims Barred by Standard Integration Clause,” which discusses the Delaware Court of Chancery’s recent decision in Shareholder Representative Services v. Albertsons Cos., a matter in which the seller of a business claimed that the buyer intentionally evaded post-merger earnout payments.
The authors open the article by noting that the Albertsons opinion “is useful for its explanation of the types of claims that will, and will not, be barred by a standard integration clause.” Mr. Pileggi and Ms. Abner then describe and analyze the court’s reasoning. In doing so, they point out that, “The most noteworthy aspects of this opinion are found in the Court’s distinction between the claims that will be barred by a standard integration clause—as compared with the claims that will only be barred if a standard integration clause is supplemented and buttressed by more explicit anti-reliance language demonstrating with clarity that the plaintiff has agreed that it was not relying on facts outside the contract.” The authors close by elaborating upon “key takeaways” from the Court of Chancery’s decision.
Mr. Pileggi and Ms. Abner are members of Lewis Brisbois’ Complex Business & Commercial Litigation Practice. They focus primarily on high-stakes disputes of corporations, stockholders, members of boards of directors, members and managers of LLCs, and those with managerial or ownership interests in other forms of entities. In addition, since 2004, Mr. Pileggi has also maintained the Delaware Corporate & Commercial Litigation Blog, at www.delawarelitigation.com, in which he analyzes key corporate and commercial decisions from Delaware's Supreme Court and Court of Chancery.
You can read the full Delaware Business Court Insider article here (subscription may be required).