🚨 NEW: Delaware Chancery is letting fraud claims proceed after sellers alleged a PE-backed buyer overstated EBITDA by more than 100% — and failed to disclose that a government program generating 40% of revenue was effectively gone. (Delaware Courts) In Kowatch v. ACI Learning, the sellers of cybersecurity company Infosec say diligence materials showed 2022 EBITDA of $14.1M. Financials issued just days after closing showed $6.9M. They also allege the defendants knew before closing that the VET TEC program, historically about 40% of revenue, had exhausted its funding. (Delaware Courts) The court has not found fraud. But it ruled the core pre-closing fraud claims can move forward because the stock purchase agreement lacked sufficiently clear anti-reliance language. (Delaware Courts) A significant Delaware ruling for founders, PE firms and anyone negotiating earnouts or rollover equity.