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Contracting Away Fraud: Delaware Courts provide additional guidance regarding the enforceability of nonreliance clauses in extra contractual litigation

Courts have long struggled with the question of how to address the inherent tension between a policy against fraud and the text of a contract which disclaims reliance on any extra contractual statements between the parties to the contract. Such nonreliance provisions intend to prevent the parties from relying on extra contractual representations and warranties which may have been made by the parties during the course of the deal negotiations. Instead, these clauses suggest only the carefully crafted and negotiated representations and warranties may form the basis of a breach of contract or fraud claim following the execution of the contract. While a "fraud carveout" may broaden the universe of potential claims, the text of nonreliance provisions can often bar recovery for aggrieved parties.

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tax documents

Tax Court Rejects Long-Standing IRS Approach to Taxing Gain and Loss on the Disposition of Partnership Interests

On July 13, 2017, the Tax Court, in a reviewed opinion of the court in Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner, 149 T.C. No. 3, rejected the long-standing IRS approach (as articulated in Revenue Ruling 91-32) to determining both the source of gain or loss from the disposition of a partnership interest, and whether such gain or loss is effectively connected with the conduct of a U.S. trade or business.

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financial reports

Fund Forum | July 2017

This issue of Venable's Fund Forum provides (i) an outline of the new SEC Chairman, Jay Clayton's, principles for his tenure, (ii) a new Wyoming law impacting SEC registration of mid-sized investment advisers, (iii) a summary of the NY OAG's resolution of an investigation into a New York-based hedge fund manager and (iv) an article analyzing the impact of the Ninth Circuit's recent holding on disregarded entities in a partnership.

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For Medical Use Only

Rock, Meet Hard Place: Accommodating Medical Marijuana

Until recently, employers had no duty to accommodate an employee's use of medical marijuana unless a state statute said otherwise—they could rely on their drug-free workplace policy and just say no. Indeed, the Drug-Free Workplace Act of 1988 required federal contractors to maintain drug-free workplaces, and many state laws followed. Many private employers not subject to the Act adopted drug-free workplace policies anyway. Such policies became the norm in the private and public sectors.

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ADDITIONAL ARTICLES

Disregarded Entity Partners Raise Gummy-Bears for Tax Audit Risk Management

Are You Prepared for the Legal Issues of Augmented Reality?

CFPB Issues Final "Arbitration Agreements Rule:" New CFPB Rule Bans Class Action Bars in Arbitration Clauses

Congressional, Executive, and Legal Developments

Congressional, Executive, and Legal Developments for Government Contractors to Consider – July 2017

FDA and CNCA Formalize MOU on Exports of Dairy and Seafood Products to China

The Implementation of President Trump's Buy American Policy Is Underway: What Federal Contractors Should Know

The Republican Health Bill Failed Key Tests – So What's Next?

Strict Liability for FDA Crimes? DOJ Suggests in Decoster That It Will Focus on Individuals with Personal Knowledge of Unlawful Conduct

WIPO UDRP Overview 3.0 – What Brand Owners Need To Know

The best explanation of puffery you'll ever read, a new slant on disparagement, and more in the July 2017 issue of IP Buzz