A recent decision by Judge Meghan A. Adams, sitting by designation as a Vice Chancellor of the Court of Chancery of the state of Delaware, in Adviser Investments v. Powell, C.A. 2022-1149-MAA (Del. Ch. Sept. 29, 2023), serves as one of the more recent and pointed decisions from the court on a plaintiff’s ability, in certain cases, to rely on extra-contractual statements in support of a post-acquisition fraud claim despite the existence of a contractual integration clause. The decision saved threatened claims from a motion to dismiss and is a timely reminder of the limits on integration clauses during a time when corporate and commercial litigators are seeing an uptick in matters arising from acquisitions completed during the busy deal days of 2021.

In 2021, Adviser Investments, LLC (Adviser) began negotiations to acquire Polaris Wealth Advisory Group, LLC (Polaris) with a deal valued at nearly $100 million closing in 2022. During these negotiations, Adviser worked with Polaris’ founder, defendant Jeffrey Powell. Powell also founded a purportedly separate investment firm and fund, both of which the parties discussed as part of the Polaris acquisition negotiations.

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