Barnaby Grzaslewicz

Delaware High Court Clarifies Impact of Anti-Reliance and Independent Investigation Clauses on Justifiable Reliance Prong of Post-Acquisition Fraud Claims

On appeal from the Delaware Superior Court’s post-trial decision, the Delaware Supreme Court declined to extend the application of anti-reliance and independent investigation clauses to defeat the seller’s justifiable reliance defense or to impose a “reasonable” due diligence obligation on the buyer.

Chancery Binds Party to Contract Amendment He Claimed Not to Have Read but Which He Assented to Through Conduct, Accepting the Benefits

As demonstrated by the Delaware Court of Chancery’s decision in Lafferty v. Corient Partners, Delaware courts will hold parties to these “nested incorporated documents,” where parties have assented to their incorporation.

M&A, Stockholder and Corporate Cases to Watch in Delaware Courts in 2026

Barnaby Grzaslewicz of Morris James LLP provides an overview of three pending Delaware cases that he believes could have wide-ranging implications. Among them is a “DExit” case that could establish the type of factual record necessary to hold Delaware fiduciaries liable for deciding to reincorporate from Delaware to jurisdictions with less stringent fiduciary standards. He also discusses a case o