News & Analysis as of

Purchase Agreement Representations and Warranties Contract Drafting

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

Goulston & Storrs PC

What's Market: Representations and Warranty Insurance

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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...more

Goulston & Storrs PC

What's Market: Compliance With Laws Representations

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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...more

Goulston & Storrs PC

What's Market: Indemnity Caps

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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

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

Goulston & Storrs PC

Use of Knowledge Qualifiers for Representations and Warranties (UPDATED)

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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 Points Studies: “Knowledge” is now almost always defined in private company...more

Goulston & Storrs PC

Indemnity Baskets (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Over the time period covered by the nine studies (2005-2021), the level of...more

Goulston & Storrs PC

The 'Materiality Scrape'

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Market Trends: What You Need to Know - 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...more

Goulston & Storrs PC

Indemnity Caps (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies. Over the nine ABA studies (2005-2021), indemnity caps have declined as a...more

Morgan Lewis - Tech & Sourcing

Key Considerations for Application Purchase Agreements (Part 2)

TRANSFER OF EMPLOYEES - Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. ...more

Goulston & Storrs PC

Trends in M&A Provisions: Indemnity Caps

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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

Dechert LLP

Global Private Equity Newsletter - Fall 2017 Edition: The Dangers of Undefined Fraud Carve-Outs and “Inelegant Drafting”

Dechert LLP on

Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more

Miles & Stockbridge P.C.

Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Dechert LLP

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

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It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Dechert LLP

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

Dechert LLP on

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures...more

Morrison & Foerster LLP - Social Media

Good Rep: Social Media Assets in M&A Transactions

As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insurance - The growing use of rep and warranty protection in M&A transactions

The good news is that you can insure almost anything! In M&A transactions, buyers and sellers spend a great deal of time allocating risk relating to known and unknown pre-closing liabilities. The buyer’s view of the...more

Mintz

Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office

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Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the key elements in a purchase agreement....more

Latham & Watkins LLP

Key Differences Between European and US Private Equity Transactions

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Munich-based partner Jörg Kirchner and NY-based partner Eli Hunt discuss four key ways that private equty transactions in European and the US tend to differ. Kirchner, a Global Co-chair of Latham & Watkins’ Corporate...more

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