News & Analysis as of

Sellers Representations and Warranties Indemnification Clauses

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

Farrell Fritz, P.C.

Selling Your Business: Baskets, Deductibles and Caps, Oh My!

Farrell Fritz, P.C. on

You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more

Dechert LLP

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Womble Bond Dickinson

GovTech M&A

Womble Bond Dickinson on

A Selection of Evolving Trends in Mergers and Aquisitions - Buyers are aggressively targeting companies with differentiated technology and strategically-positioned intellectual property....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

Womble Bond Dickinson

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

Womble Bond Dickinson on

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Dechert LLP

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

Dechert LLP on

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Dechert LLP

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

Dechert LLP on

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

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