17. Delaware: The Cases That Changed How We Draft

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.When a buyer wants out, sloppy case lore is expensive. This episode revisits the Delaware decisions that actually changed private M&A drafting and strips away the slogans lawyers repeat in markups. The discussion is a 101-level introduction to the caselaw of IBP v. Tyson on specific performance, Akorn on what an MAE record had to look like, AB Stable on ordinary-course covenants tied to past practice, and ABRY Partners on the line between extra-contractual anti-reliance and lies inside the reps. It then reviews Snow Phipps with nuance, focusing on financing-efforts obligations, prevention-doctrine pressure, and why reverse-termination-fee exclusivity depends on the remedies stack and breach theory. The episode closes by isolating the provisions that most often decide the fight: reliance architecture, ordinary-course language, specific-performance triggers, efforts covenants, and fee exclusivity.Please note that this episode was produced in April 2026 and is intended to be a basic overview of Delaware caselaw as it relates to certain M&A concepts. It is not a fulsome review nor should it be relied upon as an accurate representation of the facts or decisions of the cases referenced.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.