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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 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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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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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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Disregarded Entity Partners Raise Gummy-Bears for Tax Audit Risk Management Are You Prepared for the Legal Issues of Augmented Reality? 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 Republican Health Bill Failed Key Tests – So What's Next? 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 | |
Contracting away fraud, accommodating medical marijuana, and more in this issue of Business News Digest
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