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Merger Agreements Generally Accepted Accounting Procedures Acquisition Agreements

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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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

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What's Market: Financial Statement Reps

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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

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Financial Statement Reps (UPDATED)

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Market Trends: What You Need to Know - According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in...more

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No Undisclosed Liabilities Representations

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Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more

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Financial Statement Reps

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Market Trends: What You Need to Know - According to the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies, financial statement representations are universally required from sellers in...more

Carlton Fields

Under the Microscope: Dissecting Errors to Evaluate RWI Damage Claims

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After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more

Carlton Fields

The Building Blocks of Materiality

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Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more

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