News & Analysis as of

Representations and Warranties Buyers Acquisition Agreements

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

Goulston & Storrs PC on

In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

Goulston & Storrs PC on

Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more

Goulston & Storrs PC

What's Market: Indemnity Baskets

Goulston & Storrs PC on

In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more

Goulston & Storrs PC

What's Market: Financial Statement Reps

Goulston & Storrs PC on

According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

Goulston & Storrs PC on

In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

A&O Shearman

Delaware Court Of Chancery Dismisses Breach Of Contract Claims Against Buyer, Finding Seller Retained Post-Closing Liability...

A&O Shearman on

On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more

Goulston & Storrs PC

Target Counsel Legal Opinions (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

Gray Reed on

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

Foley & Lardner LLP

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

10 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide