Breacher Beware: Contract Damages in Delaware M&A Decisions

Jeff Wolters authored “Breacher Beware: Contract Damages in Delaware M&A Decisions” appearing in the Delaware Insider section of the April 2013 issue of the ABA’s Business Law Today.

The possibility of damages for breach of contract is sometimes overlooked - or if not overlooked, under-emphasized - in M&A transactions, where the legal focus is instead often on breach of fiduciary duty.  In a typical deal, however, the risk and consequences of a breach of contract may well be the more significant issue.  This article reviews several recent decisions that highlight breach of contract in the M&A context, including the award of both expectancy damages and injunctive relief to remedy such breaches.