Representations and Warranties

News & Analysis as of

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

Oil Price Decline: Positioning for Turnaround or Sale

As a reaction to the dramatic oil price volatility, many energy companies plan to streamline operations by reducing work force and shedding assets. Those who do so face tightening credit and decline in asset value that may...more

S.D.N.Y. Rejects “Pervasive Breach” Claim and Issues Numerous RMBS Rulings In Deciding Trusts’ and Issuer’s Motions for Summary...

On January 9, 2015, in a series of rulings, Judge P. Kevin Castel of the United States Court for the Southern District of New York granted in part and denied in part motions for partial summary judgment brought by three MASTR...more

Blog: AICPA Suggests Management Representations For Auditors To Seek In Connection With Conflict Minerals Reporting

The AICPA has issued an FAQ that identifies, for auditors conducting Independent Private Sector Audits for inclusion in Conflict Mineral Reports, the types of management representations that auditors should consider seeking...more

Top Ten Things to Know about Representations and Warranties Insurance

1. Representations and Warranties insurance has quickly risen to become a standard topic of discussion in many merger and acquisitions transaction negotiations....more

Chancery Explains New Delaware Statute of Limitations

In Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC et al, the Delaware Court of Chancery explained the operation of Section 8106(c) of the Delaware statutes for the first time. The results are surprising to...more

U.S. Bank Sues Citigroup in Connection with $528 Million of RMBS

On December 22 and 23, U.S. Bank National Association, as trustee for three RMBS trusts, filed three separate summonses with notice in the Supreme Court of the State of New York. U.S. Bank alleges that Citigroup...more

Good Rep: Social Media Assets in M&A Transactions

As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Do Post-Closing Merger Price Adjustments Comport With DGCL?

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

ResCap’s Claims Against Mortgage Originators in Minnesota Will Proceed

On November 12, Judge Susan Richard Nelson of the United States District Court for the District of Minnesota declined to dismiss claims by the Residential Capital LLC (ResCap) bankruptcy trust against six mortgage...more

Court Dismisses U.S. Bank’s RMBS Repurchase Claims Against Citigroup as Too Speculative

On November 14, Judge George B. Daniels of the United States District Court for the Southern District of New York dismissed several of U.S. Bank’s repurchase claims against Citigroup Global Markets Realty Corp. U.S. Bank...more

Sample Antitrust-Related Provisions in M&A Agreements

In this article: - Definitions - Representations and Warranties - Conditions Precedent - General Efforts Covenants - Conduct of Business Covenants - Merger Control Filing...more

Mergers & Acquisitions Insurance - The growing use of rep and warranty protection in M&A transactions

The good news is that you can insure almost anything! In M&A transactions, buyers and sellers spend a great deal of time allocating risk relating to known and unknown pre-closing liabilities. The buyer’s view of the...more

Use of Transactional Insurance Remains on the Rise

An interesting recent trend in the M&A space is the continued increase in the use of transactional insurance policies in M&A deals, particularly coverage for representations and warranties. Much of this growth has been driven...more

Fannie Mae, Freddie Mac Change Representations And Warranties Framework

On May 12, Fannie Mae and Freddie Mac announced numerous changes to the companies’ representations and warranties framework to expand repurchase relief for lenders....more

40 Results
|
View per page
Page: of 2

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.
×