Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
Do R&W Insurers Still Pay Claims? Following Up on Lowenstein’s 2020 Survey
What You Need To Know About Representation and Warranty Insurance
Jeremy Levy on Recent RWI Challenges and Near-term Outlook
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Reps & Warranties Insurance Claims: Getting to “Yes”
Reps & Warranties Insurance: Sealing The Deal
Lessons for Health, Beauty & Wellness Companies [Part 3]: When to Consider Acquiring a Distressed Company
Six Things You Need to Know About Life Sciences M&A During and After COVID-19
Nota Bene Episode 27: The Gangbuster State of Private Equity and Merger and Acquisition Cycles in the U.S. with Luca Salvi
Addressing Environmental Issues in Real Estate Development
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
When a company receives a venture investment, or is acquired, it typically must prepare a “disclosure schedule” (also sometimes called a “schedule of exceptions” or “disclosure letter”). This article addresses common client...more
Representations and warranties are the backbone of risk allocation in any transaction. While due diligence and valuation models often drive the economic terms of a deal, representations and warranties determine how risk is...more
If you’ve spent time in the trenches of a tech deal (as a buyer, a seller, or an advisor), you know that intellectual property (IP) representations and warranties can be a minefield. They look simple on the surface: The...more
Depuis le début de la pandémie de COVID-19, de plus en plus d’éléments que l’on trouve couramment dans des opérations de fusion et acquisition (« F&A ») sont intégrés aux opérations immobilières. En raison des perturbations...more
Since the onset of the COVID-19 pandemic, real estate transactions have increasingly adopted concepts traditionally seen in merger and acquisition (M&A) transactions. The disruption and uncertainty prompted parties to pay...more
On November 5, Fannie Mae announced updates to its Selling Guide, including the removal of minimum credit score requirements for loans underwritten through its automated system —“Desktop Underwriter” (DU) — effective for loan...more
The judgment clarifies key principles around Material Adverse Change (MAC) clauses, forecast disclaimers, and termination rights. On 15 October 2025, the NSW Supreme Court found that US pharmaceutical company, Cosette...more
Undisclosed liability claims in M&A have more than doubled since 2022. They now account for 24% of all breach of representations and warranties (R&W) indemnification claims and are one of the most significant post-closing...more
Tricolor Situation Overview - Tricolor Auto Acceptance, LLC (“Tricolor”), founded in 2007, is a “buy here-pay here” (“BHPH”) subprime auto finance company. This means that it is both an auto dealer and an auto finance...more
This article is the fourth in a multi-part series based on the Lowndes white paper, “Selling & Acquiring Distressed Real Estate in Florida.” Each installment will examine key legal and strategic considerations for acquiring...more
A convertible note is a form of short-term debt that converts into equity, typically in conjunction with a future financing round. This instrument allows startups to raise capital quickly without having to determine a...more
The ink is dry, the deal is closed, and the integration roadmap is underway. But for many acquirers, the honeymoon phase of a merger or acquisition ends abruptly when post-closing financials begin to diverge from...more
When start-ups dream of an exit, they picture ringing the bell at an IPO or celebrating a headline-grabbing acquisition. But what happens when the journey takes a detour through the valley of distress?...more
Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware...more
Haynes Boone’s Real Estate Practice Group is excited to introduce the summer edition of HB Real Estate Insights. We hope you enjoy this read....more
Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more
Anyone who has had even passing exposure to technology companies has dealt with Non-Disclosure Agreements (commonly referred to as "NDAs" in high-tech companies but "CDAs" in pharma/biotech to distinguish them from the other...more
Recent trends in Canadian real estate transactions reveal evolving negotiation practices and shifting approaches to risk, regulation and due diligence....more
Just like many relationships, not all parts of a contract become things of the past when they expire or terminate. One way to ensure that a contractual right or duty applies post-termination is to specify that will it...more
In the M&A context, the term “sandbagging” refers to one party asserting a claim based on a representation made in connection with the transaction despite knowing or having had reason to know pre-closing that the...more
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
The introduction of tariffs under the Trump Administration—and their subsequent partial (yet perhaps temporary) rollback—has added a new layer of complexity and a great deal of uncertainty to the high-stakes world of M&A...more
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
If you intend to sell your company or believe there may be another business or individual interested in acquiring you, it is important to prepare your business for sale or acquisition to make sure everything is in order. This...more