Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase agreements,…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
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…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
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…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions, Insurance
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
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…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
In M&A purchase agreements, the parties may stipulate certain non-judicial means for dealing with claims under the agreement (e.g., arbitration or mediation). These ADR provisions will govern how disputes between the parties are…
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/ Alternative Dispute Resolution (ADR), Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
A “sandbagging” provision, sometimes referred to as a “pro-sandbagging” provision,) in an M&A agreement such as an—asset purchase agreement, stock purchase agreement, or merger agreement—states that a buyer's remedies against…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law
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…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
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 almost…
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/ Business Organizations, Commercial Law & Contracts, Finance & Banking, Mergers & Acquisitions
In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions, Securities Law
In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and covenants,…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions, Taxation
In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. The scope and detail of these…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms. In addition to relying on…
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/ Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions
