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To what extent can parties to a merger agreement contract around Delaware common-law protections against extracontractual fraud? Sparton v. O’Neil, C.A. No. 12403-VCMR (Aug. 9), a recent Delaware Court of Chancery decision, reinforces a line of Delaware precedent holding that anti-reliance disclaimers in merger agreements can be used to defeat subsequent buyer claims for intentional fraud outside of the four corners of the contract, and that such claims can be defeated as early as the pleading stage.
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