Representations and Warranties

News & Analysis as of

An Antidote for Deal Risk: R&W Insurance

In today’s robust M&A market, buyers and sellers are both looking for ways to make transactions more attractive to sellers by ensuring that they retain most of the net proceeds after the deal closes. To accomplish this, both...more

Warning: Warranties Can Survive Close of Escrow Even When You Think They Won’t

As the seller of real property, you might have heard: “Don’t worry, that warranty won’t survive the closing.” Or, you may have assumed that because the purchase agreement stated that certain representations and warranties did...more

I will survive: Help your reps and warranties endure with a smart survival clause

The desire to protect oneself is human nature. Nowhere is that more obvious than when drafting complex commercial real estate deals, where parties often have conflicting goals regarding liability....more

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more

Microbusiness Law

In This Presentation: • What your small business clients need to know • Drafting Governing Documents • Business Contracts for Microbusinesses • Intellectual Property Considerations • Acquisition...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

European M+A News, Summer 2015

IP Pitfalls in Tech M&A Transactions - Technology and IP-driven deals accounted for over 30 percent of M&A deal volume in Europe in 2014. This trend is bound to continue, with many deals involving strategic or financial...more

Eleventh Circuit Throws Open The Door To State-Law Class Actions In Federal Court

In a first-of-its-kind opinion that could open the class action flood gates, the Eleventh Circuit has held that state consumer fraud class actions may proceed in federal court even if the state consumer fraud statute...more

U.S. Bank Sues Countrywide for $178M in RMBS Losses

On June 25, 2015, U.S. Bank, in its capacity as Trustee for the LXS 2007-7N Trust, filed a summons with notice in New York Supreme Court against Countrywide Home Loans (“CHL”), Countrywide Home Loans Servicing LP...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Addressing Environmental Issues in Real Estate Development [Video]

Dealmakers sometimes overlook environmental issues when negotiating transactions, leaving important business and legal issues unaddressed until they inevitably pop up shortly before closing and send everyone scrambling. This...more

Orrick's Financial Industry Week in Review

Fair and Effective Markets Review Publishes Final Report - On June 10, 2015, the Fair and Effective Markets Review (FEMR), established by the Chancellor in June 2014 to conduct a review of fixed income, currency and...more

New York’s Highest Court Affirms Dismissal of RMBS Suit Against DB Structured Products as Time-Barred

On June 11, 2015, the New York Court of Appeals issued its decision in the closely-followed case of ACE Securities Corp., Home Equity Loan Trust, Series 2006-SL2 v. DB Structured Products, Inc. New York’s highest court...more

HSBC Motion to Dismiss Denied in Part in Trustee RMBS Suits by Blackrock, Royal Park Investments, and Phoenix Light

On June 1, 2015, Judge Shira Scheindlin of the United States District Court for the Southern District of New York issued a Decision and Order granting in part and denying in part HSBC Bank USA, National Association’s (“HSBC”)...more

English Law Concepts Introduced Into Russian Legislation

On 8 March 2015, the President of the Russian Federation signed the Federal Law No. 42-FZ, “On amending the first part of the Civil Code of the Russian Federation,” which came into force on 1 June 2015. The changes are part...more

Environmental Indemnities

It is not often that one discovers that a senior housing facility was once an oil exploration complex or the site of a former dry cleaner but it does happen, and while your company may get comfortable with the acquisition and...more

Protecting Your Prime and Subcontract or Strategic Relationship

In this presentation: - Negotiating A Definitive Work Share Clause - In Teaming Agreements - In Subcontracts - Clauses Requiring Escrow Accounts To Ensure Prompt Payments -...more

R&W Insurance in Middle-Market M&A

As competition for middle-market M&A transactions becomes more acute, prospective buyers, particularly private equity firms, wishing to distinguish themselves from others may employ representation and warranty insurance (R&W...more

Changes to the Civil Code of the Russian Federation (the "RCC") relating to Contract Law and the Law of Obligations

Federal Law No. 42-FZ dated 4 March 2015 (On Amendments to Part I of the Civil Code of the Russian Federation) (the "Law") was signed by the President of the Russian Federation on 8 March 2015 and is aimed at amending certain...more

FTC Advises That Mergers Don’t Eliminate Privacy Promises of Acquired Companies

The FTC recently posted comments on its business blog about the responsibility of companies to comply with privacy representations made to prior customers on how the companies will collect, use or disclose personal...more

Orrick's Financial Industry Week in Review

European Commission Unveils Tax Transparency Package - The European Commission has laid out its plans in a new Tax Transparency Package to clamp down on tax deals made between EU governments and multi-national...more

US Bank Cannot Revive Majority of MBS Suit Against Citigroup

U.S. Bank NA v. Citigroup Global Markets Realty Corp., No. 1:13-cv-06989 (S.D.N.Y. Oct. 1, 2013) - On March 16, 2015, Judge George B. Daniels of the United States District Court for the Southern District of New York denied...more

Getting a Deal to Closing with Transaction Insurance

The M&A field has begun to find a lot of upside in use of representation and warranty insurance (RWI) – sometimes referred to as transaction insurance – to get a deal to closing. In the past five years the RWI market has...more

Top Ten Finance Litigation And Regulatory Decisions Of 2014

A summary of the most interesting banking litigation and regulatory decisions from 2014. The selection is necessarily subjective and draws from a wide range of cases and developments that are of direct relevance to finance...more

ResCap Liquidating Trust Repurchase Lawsuit Survives Motion to Dismiss in Part:

On February 3, Judge Martin Glenn of the United States Bankruptcy Court of the Southern District of New York denied defendants’ motions to dismiss four adversary proceedings brought by the liquidating trust for Residential...more

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