Negotiating the Fraud Provision

Rick and Keith (with an assist from Jane) are at it again. For students of the merger agreement, these occasional videos are really instructive and well worth spending time with. This time, they have a new video (in multiple parts) on the fraud provision.  Given that Charlie Javice is on trial for securities fraud in connection with the sale of her start-up, Frank, to JP Morgan in 2021, this video seems appropriate. Remember that under Rule 145 of the securities laws, a merger is an "offer" subject to the securities law. 

In any event, Keith and Rick are negotiating here about the merger agreement's fraud provision (it's really good):

 

-bjmq

 

Earlier M&A Cartoons here:

• Fraud Face-Off: Negotiating the Fraud Provision
• Negotiating "full disclosure" and "10b-5" representations
• Negotiating Specific Performance Clauses
• Key Employee Provisions
• Waivers of Consequential Damages
• MAE Carveouts
• Defining MACs
• Hell or High Water Provisions
• Use Restrictions in NDAs
• Indemnification Provisions
• Sandbagging Provisions
• Walk Rights Tutorial
• Negotiating Residuals Clauses in NDAs
• Negotiating Accuracy of Representation Clauses