In this episode of the Global Corporate M&A Podcast, Andrew will examine a Delaware case that applies indemnification materiality scrape provisions in a way that created significant risks for the unwary. Additionally, he will highlight how these common provisions can operate in unexpected ways, potentially exposing risks to unanticipated liability.

In this episode, Mayer Brown's Global Corporate M&A Podcast unpacks the surprising staying power of term sheets—even after definitive agreements are signed. Hosts Jon Dhanawade, Frank Favia, and Andrew Stanger dissect recent Delaware cases to reveal how binding term sheet provisions can survive even after definitive agreements with an integration clause have been executed. Tune in for practical drafting tips that will help you safeguard your transactions and avoid costly surprises.

Tagged Practices: Corporate M&A, Private Equity

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year's amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors, and offer practical guidance for boards seeking to minimize litigation risk and secure safe harbor protection under the revised law. The discussion highlights how these landmark changes respond to recent court decisions and shifting corporate trends, marking one of the most significant updates to Delaware corporate law in decades.