Delaware Chancellor Strine, in GRT, Inc. v. Marathon GTF Technology, Ltd., 2011 WL 2682898, at *12 n.64 (Del.Ch. 2011):
Examples of useful works that are helpful to M & A practitioners but that spend comparatively little time on contractual issues include: ... STEPHEN M. BAINBRIDGE, MERGERS AND ACQUISITIONS 72–73 (2d ed.2009) (considering only the general nature and purpose of representations and warranties in a typical merger agreement) ....
In my defense, Strine overlooked the discussion at pp. 76-85 of the contract law aspects of exclusivity provisions such as no shop and best efforts clauses.
Having said that, I'll take under advisement for the upcoming third edition Strine's suggestion that our books need to provide "learned consideration of the important contract issues that are often even more central to the parties to such transactions" and "delve into the admittedly obscure differences between covenants, representations, warranties, and conditions, and how they work together in an acquisition agreement."
