Companies weighing the value of no-reliance clauses in agreements have good reason to include them, as federal courts continue to enforce disclaimers of reliance in contracts between sophisticated parties, including in so-called “Big Boy” letters.
A survey of the applicable law confirms that Section 29(a) of the Securities and Exchange Act (“Exchange Act”), which prohibits anticipatory waivers of compliance with applicable securities law, does not prohibit the use of Big Boy letters or other iterations of specific nonreliance provisions in agreements.