The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations, Revisited
In 2011 and 2012, the New York Court of Appeals decided a series of difficult cases addressing the circumstances under which a contractual waiver or release included in a buyout or other agreement between co-owners of closely held firms provides insulation from subsequent claims for breach of fiduciary duty or fraud based on an alleged failure to disclose vital information concerning the firm’s financial condition or the existence of a third-party offer to purchase the…