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Acquisitions › Indemnification Clauses › Representations and Warranties

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 2: Business Acquisition and Post-Closing Disputes

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There’s a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up. It’s a cautionary reminder to transactional lawyers: if the dealmaking...more

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

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Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

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As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

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In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

Woodruff Sawyer

M&A Minute: What’s the Minimum Deal Size for RWI?

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Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more

Hogan Lovells

Arwood v. AW Site Services: Delaware Chancery Court declares Delaware ‘pro sandbagging’ - Corporate / M&A Decisions update series

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In Arwood v. AW Site Services LLC, C.A. No. 2019-0904-JRS (Del. Ch. March 9, 2022), the Delaware Court of Chancery held that “Delaware is a ‘pro-sandbagging jurisdiction,’” meaning that, absent a provision to the contrary, an...more

Dorsey & Whitney LLP

Delaware is a “Pro-Sandbagging” State

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While M&A practitioners have long taken the view that Delaware is a “pro-sandbagging” state, a recent case in the Delaware Court of Chancery has added concrete authority to that position. In Arwood v. AW Site Services (March...more

Latham & Watkins LLP

ESG on the Rise in M&A Transactions

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Dealmakers should continue to weigh the impact of ESG issues on M&A deals as ESG standards evolve. Environmental, social, and governance (ESG) issues have become increasingly important for corporates in recent years,...more

Womble Bond Dickinson

GovTech M&A

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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

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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?

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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

Skadden, Arps, Slate, Meagher & Flom LLP

"The Emerging Need for Cybersecurity Diligence in M&A"

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Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

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