2021 Good Faith & Fair Dealing in Business Transactions: Litigation Risks

When business transactions go bad – either because they fail on their own terms or they never reach the closing table – there are often recriminations, accusations of bad-faith and threats of litigation. The parties negotiating these transactions are subject to certain standards of conduct which, if violated, give rise to liability. Various theories of liability exist, including breach of the duty of good faith and fair dealing, negligent or fraudulent misrepresentation, and interference with a business expectancy. This program will provide you with real-world guide to the standards of conduct in business transactions and your clients can mitigate risk of liability.

• Sources of fiduciary standards in negotiating, drafting and closing business transactions
• How fiduciary standards are commonly breached in transactions
• Role of business torts, including negligent and fraudulent misrepresentation, interference with a business expectancy
• Risks of litigation and practical remedies – damages, rescission, specific performance
• Special duties in closely held businesses, including misappropriation of company opportunities