Representations and Warranties

News & Analysis as of

Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

The Shale Play Today: First Quarter 2016

The Best Protection - Safeguards in Purchasing Distressed Oil and Gas Assets - In the current environment of depressed prices for oil, natural gas and related liquids, oil and gas wells, leases and properties are coming...more

Fannie And Freddie – Newly Implemented Independent Dispute Resolution

On February 2, 2016, Freddie Mac and Fannie Mae took another step towards helping sellers of loans manage risk more effectively, and in turn, strengthen the home lending system. Through concurrently released...more

Prairie Capital III, L.P v. Double E Holding Corp., C.A. No. 10127-VCL (Del. Ch. Nov. 24, 2015) (Laster, V.C.)

In this decision, the Delaware Court of Chancery granted in part and denied in part a motion to dismiss claims for fraud, aiding and abetting fraud, and conspiracy to commit fraud arising out of the acquisition of a private...more

New York DFS Proposals Focus on Third-Party Vendor Risk

Earlier this month, the New York State Department of Financial Services (“DFS”) announced that it will propose new cybersecurity regulations for financial institutions. The DFS made the announcement in a letter to the...more

Second Circuit Upholds Dismissal of RMBS Lawsuit as Time-Barred

On November 16, the Second Circuit Court of Appeals affirmed the District Court’s dismissal of a lawsuit brought by Deutsche Bank National Trust Co. (acting as Trustee for RMBS Trust GSR 2007-OA1) against Quicken Loans,...more

Sealing the Deal with Rep & Warranty Insurance

More and more parties to M&A transactions are utilizing representation and warranty insurance (“R&W insurance”) as a tool to reach agreement. While R&W insurance has been around for many years, its popularity has soared...more

Common FCPA Issues

As our previous posts illustrate, violations of the Foreign Corrupt Practices Act (“FCPA”) can carry a hefty cost. Two issues are commonly the impetus for FCPA violations and, practically speaking, pose significant FCPA...more

Delaware Court of Chancery Cautions Directors: Be Vigilant in Recognizing Advisor’s Conflict of Interests

Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd. In a decision dated October 1, 2015, the Delaware Court of Chancery credited allegations that the board of directors of Zale breached its...more

Orrick's Financial Industry Week in Review

EBA Updates Single Rulebook Q&As - On October 16, 2015, the European Banking Authority (EBA) updated its Q&As on the single rulebook, publishing four new questions. The single rulebook Q&As relate to the CRD IV package...more

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

Socially Aware: The Social Media Law Update Volume 6, Issue 4

Five social media law issues to discuss with your clients - The explosive growth of social media has clients facing legal questions that didn’t even exist a few short years ago. Helping your clients navigate this...more

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

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