• videocam Live Webinar with Live Q&A
  • calendar_month August 11, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Contracts
  • schedule 90 minutes

Commercial Contracts: Anti-Reliance Clauses, Integration Provisions, Sandbagging, and Fraud Carveouts

About the Course

Introduction

This CLE webinar will navigate drafting and enforcing contract provisions written to allocate or limit fraud and misrepresentation risk. The panel will cover anti-reliance clauses, integration provisions, fraud carveouts, exclusive remedy clauses, anti-sandbagging provisions, and related drafting concepts found in advanced commercial agreements.

Description

A party to a contract can scope the representations on which counterparties may rely, can limit the post-closing remedies, and in drafting, can reduce their exposure to extra-contractual fraud claims. Courts in Delaware, New York, and other jurisdictions continue to examine and test the enforceability of these anti-reliance provisions and related integration language, as well as any contractual limitations on fraud-related claims.

Our authoritative faculty will examine this recent case law, discuss differences among jurisdictions, and explore how to draft sophisticated agreements to withstand scrutiny.

Listen as our panel addresses current court thinking on these anti-reliance provisions and their related clauses, while also covering the common drafting pitfalls and practical strategies for structuring commercial agreements to manage exposure to fraud and misrepresentation.

Presented By

Jonathan A. Dhanawade
Partner, Head of Private Capital Solutions
Mayer Brown LLP

As the head of Mayer Brown's Private Capital Solutions practice, Mr. Dhanawade advises the world's most sophisticated investors and dealmakers on complex capital deployment and capital-raising strategies across all market cycles. Leading private equity sponsors and their portfolio companies, private credit funds, sovereign and sovereign-backed investors, family offices, and other institutional investors regularly rely on his advice to develop creative solutions that align legal strategy with business objectives. Mr. Dhanawade has extensive experience across a broad range of sectors, including technology and software, business and financial services, mortgage, chemicals, real estate, healthcare and pharmaceuticals, manufacturing, media and entertainment, aviation, aerospace and defense, and education.

Frank J. Favia Jr.
Partner
Mayer Brown LLP

Mr. Favia is an accomplished trial lawyer who represents public companies, private equity firms, including their portfolio companies and private credit firms in their most sensitive litigation matters, with a particular focus on M&A disputes and other complex commercial litigation. He frequently represents clients in pre and post-closing M&A disputes, delivering favorable outcomes that preserve deal value. These include disputes involving alleged breaches of fiduciary duties, shareholder rights, MAE/MAC clauses, working capital, earn-outs, purchase price adjustments, representations and warranties, indemnification, and alleged fraud. Mr. Favia is a recognized thought leader in M&A litigation, with frequent publications in the Harvard Law School Forum on Corporate Governance, The American Lawyer, The Review of Securities & Commodities Regulation, and other leading outlets.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, August 11, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Current trends and court thinking for fraud/misrepresentation litigation

II. Integration clauses, anti-reliance provisions, and disclaimers

III. Fraud carveouts and exclusive remedy provisions

IV. Sandbagging and anti-sandbagging clauses

V. Litigation and enforcement considerations

VI.  Drafting best practices and pitfalls

VII. Practitioner takeaways

The panel will explore these and other key areas:

  • Integration clauses vs. anti-reliance provisions
  • Drafting disclaimers for extra-contractual representations
  • Fraud carveouts in limitation of liability and exclusive remedy clauses
  • State case law and approaches to anti-reliance and fraud limitation provisions
  • Sandbagging and anti-sandbagging provisions
  • Common litigation arguments challenging anti-reliance clauses