Episode Details

Send us Fan Mail

Every founder who sells a company signs a purchase agreement full of representations about the business: the financials are accurate, there’s no undisclosed litigation, no major customer is walking out the door. And a surprising number of sellers quietly believe that if something in there isn’t quite true, the buyer bears the risk of not catching it. After all, the buyer had the data room, the management meetings, and an army of diligence advisors. On July 1, 2026, the Delaware Supreme Court put that idea to rest in Paragon Metals Holdings LLC v. Smith.