Making Sure Your “Choice-of-Law” Clause Chooses all of the Laws of the Chosen Jurisdiction

In a 2016 post to Weil’s Private Equity Insights blog it was suggested that deal professionals and their counsel should not only “choose governing law wisely, but also choose it thoroughly!”1 That suggestion was an effort to highlight the importance of the actual language used in the choice-of-law clauses found in the miscellaneous provisions at the back of most M&A-related agreements. And a recent ruling by Vice Chancellor Slights in the Delaware Court of Chancery provides yet another opportunity to reinforce that suggestion.