News & Analysis as of

Representations and Warranties

Lowenstein Sandler LLP

Do R&W Insurers Still Pay Claims? Following Up on Lowenstein’s 2020 Survey

In 2020, Lowenstein Sandler released a groundbreaking report, authored by Lynda A. Bennett and Eric Jesse of Lowenstein’s Insurance Recovery Group, based on results of a survey that sought to answer a key question about reps...more

Farella Braun + Martel LLP

What You Need To Know About Representation and Warranty Insurance

In this Upside episode, Farella's Greg LeSaint and Erica Villanueva discuss how incorporating representation and warranty insurance into your acquisition from the buy-side or sell-side can have tremendous benefits in dealing...more

Woodruff Sawyer

M&A Minute: Do I Need Both an R&W Policy and a D&O Policy?

Woodruff Sawyer on

As someone who seeks to minimize my clients’ risks associated with Mergers and Acquisitions (M&A) activity, I often field some of the same questions. One of the most common questions my clients have is, “Why do I need a...more

Rivkin Radler LLP

CPLR 205(a) Can Only Be Invoked by the Original Plaintiff if Plaintiff Is Still Alive

Rivkin Radler LLP on

CPLR 205(a) is a well-known safety net in New York litigation, generally providing that a timely commenced action dismissed without prejudice can be refiled by “the plaintiff” within six months of dismissal, despite the...more

Goulston & Storrs PC

Financial Statement Reps (UPDATED)

Goulston & Storrs PC on

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

Woodruff Sawyer

The RWI Market Is Rapidly Evolving: Get the Latest Figures

Woodruff Sawyer on

Although the Representations and Warranties Insurance (RWI) market is relatively small, it’s rapidly developing. In this market update, we will review the latest figures on pricing and quote rates, discuss challenging deals...more

Goulston & Storrs PC

Target Counsel Legal Opinions (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - One of the most pronounced practice-related trends in private company merger and acquisition transactions is the near-disappearance of target legal opinions as a closing deliverable. ...more

Goulston & Storrs PC

The 'Materiality Scrape'

Goulston & Storrs PC on

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

Husch Blackwell LLP

A Year Out: Renewable Energy Developer and Investor Compliance with the Texas Lone Star Infrastructure Protection Act

Husch Blackwell LLP on

It has been almost a year since Texas’ Lone Star Infrastructure Protection Act (“LIPA”) was signed into law by Governor Abbott on June 18, 2021, and took effect. In the past year, we have seen developers, tax investors, and...more

Weintraub Tobin

Overlooked Provisions when Negotiating Purchase and Sale Contracts

Weintraub Tobin on

In protracted contract negotiations, many clients become dismayed when a deal they thought had been agreed in a letter of intent is suddenly the subject of contentious exchanges between the parties and their counsel. The...more

Woodruff Sawyer

Guide to Representations & Warranties Insurance

Woodruff Sawyer on

The use of Representation and Warranties Insurance (RWI or R&W) has become increasingly mainstream; it is utilized in an estimated 75% of private equity transactions and 64% of the time by larger strategic acquirers. Woodruff...more

Goulston & Storrs PC

Indemnity Caps (UPDATED)

Goulston & Storrs PC on

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

Woodruff Sawyer

Reps & Warranties: Spring 2022 Trends to Watch

Woodruff Sawyer on

Insights Emily MaierSenior Vice President, National Group Leader - M&A InsuranceEditor, Mergers & Acquisitions May 26, 2022 /Mergers & Acquisitions We know it’s essential to keep our clients as up to date as possible in the...more

Morgan Lewis - Tech & Sourcing

Key Considerations for Intellectual Property Due Diligence in Mergers and Acquisitions

When two parties engage in a merger or acquisition, there are several processes that must take place before the transaction can be completed, including due diligence of the seller’s assets—and particularly the seller’s...more

Hogan Lovells

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

Hogan Lovells on

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

Tarter Krinsky & Drogin LLP

Part 2: The Key Steps for an Asset Purchase Transaction of an Amazon FBA Business

FBA business owners who have decided to enter into asset purchase agreements with a buyer, as outlined in Part 1 of our series, should understand the various levels of an asset purchase transaction and what will be needed in...more

Gray Reed

Delaware: A Confirmed Pro-Sandbagging Jurisdiction

Gray Reed on

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

Woodruff Sawyer

Reps and Warranties Insurance 2022: First Quarter Round-Up

Woodruff Sawyer on

Now that the first quarter of 2022 is at an end, we will show you quarter-on-quarter comparisons on the broader picture around RWI Pricing. Let’s look at a recap on some of the emerging trends impacting M&A activity and how...more

Woodruff Sawyer

What Will the SEC’s New SPAC Rules Bring to the Troubled SPAC Market?

Woodruff Sawyer on

On March 30th, the Securities and Exchange Commission (SEC) proposed a set of new rules and amendments to existing rules for special purpose acquisition companies (SPACs) in connection with their initial public offerings...more

Williams Mullen

[Webinar] Environmental Considerations When Acquiring or Permitting Utility-Scale Solar Projects in Virginia - April 14th, 11:00...

Williams Mullen on

Conducting environmental due diligence and considering a project’s impact on the environment are essential in acquiring or permitting utility-scale solar projects in Virginia. This was underscored by the Virginia Department...more

Kramer Levin Naftalis & Frankel LLP

New York Court of Appeals Tightens Notice Requirements in RMBS Litigation

On March 17, 2022, the New York State Court of Appeals issued a significant decision affecting RMBS putback litigation governed by New York law. The decision, U.S. Bank National Association v. DLJ Mortgage Capital, 2022 WL...more

Nutter McClennen & Fish LLP

M&A in Brief: Q2 2022

Delaware Clarifies “Pro-Sandbagging” Stance by Mark Tarallo and Mary Moran In almost every M&A transaction, the parties spend some time discussing (if not heavily negotiating) the right of the buyer to bring claims against...more

ArentFox Schiff

Municipal Bond Projects: Intellectual Property Risks

ArentFox Schiff on

Private activity bonds may finance projects that rely on novel technology subject to intellectual property protections, such as patents, trade secrets, and know-how. The novelty of the technology presents unique risks for...more

Troutman Pepper

Jeremy Levy on Recent RWI Challenges and Near-term Outlook

Troutman Pepper on

Recently, Troutman Pepper Partner Jeremy I. Levy was interviewed by Armie Lee of The Deal. Topics discussed include: - A look back at the environment for representations and warranties insurance at the end of 2021 -How that...more

McGuireWoods LLP

Chancery Court Affirms Delaware’s Status as “Pro-Sandbagging” Jurisdiction

McGuireWoods LLP on

In a March 9, 2022, opinion, the Delaware Chancery Court examined a seller’s argument that the buyer in an asset purchase agreement was prohibited from asserting claims for contractual breach of representations in the...more

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