M&A law and practice across the world are heavily influenced by North American law and practice. Delaware is the American jurisdiction where corporate law and M&A law have developed the most. In M&A, “sandbagging” refers the claim brought by a purchaser against the seller under the contract for breach of representations and warranties (“R&W”), even though the purchaser had knowledge that such R&W was false before entering into the contract or the closing (Kim M Shah & Glenn D West, 2007). The question becomes whether the purchaser is entitled to damages. In this article, we argue that absent clear language, sandbagging must be allowed.

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