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Mergers Representations and Warranties

DarrowEverett LLP

Closing with Confidence: Representations and Warranties Insurance in M&A

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Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

DarrowEverett LLP on

Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Woodruff Sawyer

Reps & Warranties Insurance: Our 2024 Guide

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The use of representations and warranties insurance (RWI or R&W) has become increasingly mainstream. An estimated 75% of private equity transactions and 64% of larger strategic acquirers use it. Woodruff Sawyer’s R&W team...more

Skadden, Arps, Slate, Meagher & Flom LLP

M&A in the AI Era: Key Deal Terms To Watch

The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more

Morgan Lewis

A Look at the M&A Trends Impacting the Technology Industry

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M&A dealmakers have been on a wild ride: from the pandemic-fueled rout in 2020 to 2021’s record-breaking recovery to a steep decline in 2023, the global M&A market has offered a masterclass in volatility. While global M&A...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

Sheppard Mullin Richter & Hampton LLP

M&A Transactions: Drafting AI Representations and Warranties for Non-AI Companies

Is your M&A target a manufacturing company with automated production, a consumer products business with online sales and marketing or an education company that creates content for students? The increasing use and development...more

Goodwin

5 Essential Tips for Tailoring Your Diligence Plan to Secure R&W Insurance in Manufacturing Deals

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It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more

Woodruff Sawyer

Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?

Woodruff Sawyer on

Explore the landscape of the M&A Market and its impact on RWI with Woodruff Sawyer’s Emily Maier and Yelena Dunaevsky in this video. They examine both the broader trends and finer nuances shaping the Reps & Warranties...more

Jenner & Block

Sellers Should Beware of Closing Conditions Requiring Representations and Warranties to be "Accurate in All Respects"

Jenner & Block on

In HControl Holdings v. Antin Infrastructure Partners, a Delaware court recently held that the buyer could terminate without closing its agreement to acquire a target company for $250 million. Due to a $215,000 ownership...more

Woodruff Sawyer

Reps and Warranties Claim Trends: A 2023 Review

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In 2023, overall mergers & acquisitions (M&A) deal volume was much slower than in prior years; however, as expected, there was a surge in claims during this period. From mid-2020 through mid-2022, we saw a large uptick in...more

Goodwin

Cross-Border Transactional Risk Insurance

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As buyers seek acquisition opportunities worldwide, they often encounter sellers resistant to accepting meaningful (if any) liabilities for potential pre-closing exposures, causing buyers to look to the insurance market for...more

BCLP

RWI Market Turning to Unlikely Industries for New Deals: Health Care RWI Terms & Conditions Improving

BCLP on

Representations and Warranties Insurance (RWI) has increasingly become a tool employed by both Buyers and Sellers to shift away from the traditional indemnification model of escrows or other mechanisms that could tie up...more

Holland & Knight LLP

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

Holland & Knight LLP on

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

Understanding the Rising Tide of R&W Claims: A Mid-Year Review

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Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more

Kramer Levin Naftalis & Frankel LLP

Case Alert: AluminumSource, LLC v. LLFlex, LLC

A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more

Lowenstein Sandler LLP

Are Buyers Still Getting Paid? The Evolution of R&W Insurance Claims - R&W Insurance Claims Report 2023

Lowenstein Sandler LLP on

As we emerge from the COVID pandemic and the risk environment for corporate America remains high, now is a good time to revisit a question critical to private equity firms and strategic buyers in the mergers and acquisitions...more

Woodruff Sawyer

M&A Insurance: 2023 First Quarter Roundup

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With March now squarely in the rearview mirror, we thought it was time to look at the first quarter of 2023 from a historical perspective in terms of pricing and retentions and to discuss some emerging trends....more

Proskauer - Employee Benefits & Executive...

[Podcast] Episode 49: Rep and Warranty Insurance and Executive Compensation and Employees Benefits

In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Employee Benefits and Executive Compensation Group, Simon Sharpe, partner and member of our Private Equity and Mergers & Acquisitions groups and...more

Goodwin

Notable Differences Between US and UK M&A Deal Terms

Goodwin on

Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...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

Woodruff Sawyer

Representations and Warranties Trends for 2023

Woodruff Sawyer on

With 2022 fully in the rearview mirror, we would like to highlight some trends we expect to see continuing into 2023. The economy continues to face tremendous uncertainty. According to the World Bank’s Global Economic...more

Woodruff Sawyer

Minority Investments and RWI: Choosing the Right Policy

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In 2022, we saw a higher percentage of minority investments from our strategic company and private equity clients. We expect this trend to continue in 2023. Investing less in an individual company lessens the potential...more

J.S. Held

[Webinar] Post-Merger & Acquisition Dispute Resolution - December 7th, 12:30 pm - 1:30 pm EST

J.S. Held on

Global Investigations expert Frank Lazzara, CPA, CFF, ABV, CFE, and Economic Damages & Valuations expert David Golbahar, CPA, CFF, CGMA, will present a one-hour* course, which will cover: - An overview of purchase price...more

Woodruff Sawyer

R&W Claims 101: Types of Loss

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There’s been a breach in your mergers and acquisitions (M&A) agreement—you suspect the seller misrepresented something. If you had the foresight to purchase reps and warranties insurance, you can now file a claim to recover...more

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