Business Law and Corporate Law

The Delaware Supreme Court in January 2026 held in Johnson & Johnson v. Fortis Advisors LLC1 that a one-sided anti-reliance clause from the acquiror (agreeing not to rely upon extracontractual statements made by the seller or its representatives) will not shield an acquiror from a seller's post-closing fraud claim against the acquiror regarding extracontractual statements allegedly made by the acquiror.

The Securities and Exchange Commission and Food and Drug Administration have established a formal framework for sharing information about FDA-regulated products and public company disclosures. This memorandum of understanding creates new pathways for the agencies to exchange both public and confidential information, potentially affecting how regulatory compliance and securities disclosures are monitored. Public companies in FDA-regulated industries now face heightened scrutiny as discrepancies between their

A federal district court dismissed a securities fraud class action against a food safety company and its executives, finding that challenged statements about post-acquisition integration progress were either not materially false, constituted protected forward-looking statements or puffery, or lacked sufficient allegations of scienter. The court's analysis examined statements across three integration areas—CRM systems, ERP implementation, and manufacturing—and determined that repeated public disc