In high stakes transactions in which vast sums of wealth are exchanged in return for ownership in ongoing complex businesses, mergers and acquisitions (M&A) contracts are an oft-overlooked source of clever legal craftsmanship. With so much value and risk embodied in these transactions, much compelling contract language that's produced in these deals is readily amenable for use in non-M&A contexts.
Glenn D. West, a prominent M&A lawyer and commentator whose insights reach well beyond the M&A context, has written extensively about the appropriate contract language to use in order to effectively disclaim the threat of fraud claims and avoid liability for extra-contractual statements. In two highly regarded pieces for the ABA Business Lawyer (regarding measures to avoid extra-contractual liability and fraud liability carveouts), Mr. West has proven an effective advocate for, inter alia, the following propositions:
