News & Analysis as of

Representations and Warranties

5 Key Takeaways: IP Considerations in M&A Transactions

Mergers and acquisitions (M&A) in the digital era increasingly involve a number of significant intellectual property (“IP”) issues. It is critical to a successful M&A transaction for in-house counsel to involve experienced IP...more

Litigating Indemnities and Reps and Warranties: What You Thought You Negotiated May Mean Something Else

by Bryan Cave on

Many of us have unfortunately experienced the perils and pitfalls that follow when imprecise terms and definitions appear in deal documents. The risks of imprecision are especially acute in the area of indemnities,...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

GovTech M&A

by Womble Bond Dickinson on

A Selection of Evolving Trends in Mergers and Aquisitions - Buyers are aggressively targeting companies with differentiated technology and strategically-positioned intellectual property....more

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

by 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

Identifying and Addressing Environmental Issues in Petroleum Marketing Agreements (“Presentation”)

The Arkansas Oil Marketers Association Environmental Workshop was held on August 30th in Little Rock. I undertook a presentation titled: Identifying and Addressing Environmental Issues in Petroleum Marketing...more

Court Of Chancery Explains Fraud Pleading Standards

by Morris James LLP on

Sparton Corporation v. O’Neil, C.A. 12403-VCMR (August 9, 2017) - This decision explains what needs to be alleged to state a fraud claim. ...more

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

by Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement

by McCarter & English, LLP on

Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...more

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

by Miles & Stockbridge P.C. on

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

Maximizing the Value of Your R&W Insurance Policy

by McGuireWoods LLP on

The global M&A boom has spurred an increase in the use of representation and warranty insurance (“RWI”), which is designed to protect the insured party against breaches of a sellers’ representations and warranties in a...more

So You’re Looking To Exit – What If I Breach A Representation Or Warranty?

by Fox Rothschild LLP on

As mentioned in the first post of this series, the goal of many entrepreneurs is to seek venture capital financing or ultimately sell their company in an “exit” merger or acquisition. Upon making representations and...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

by Womble Bond Dickinson on

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

"The Emerging Need for Cybersecurity Diligence in M&A"

Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

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

by Dechert LLP on

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

Green Bonds – An Introduction

by White & Case LLP on

Since their introduction in 2007, Green Bonds issuances have exponentially increased in volume and have become part of the lexicon of environmental finance. Simply defined, Green Bonds raise funds for new and existing...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

by Foley & Lardner LLP on

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

by Dentons on

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

M&A Global Intelligence Series: Warranty Time Limits and Caps

by DLA Piper on

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

IP Due Diligence: The Five Questions You Must Ask in Corporate Transactions

Konstantin Linnik, Ph.D., a partner in Nutter’s Intellectual Property Department, addressed the importance of intellectual property due diligence in corporate transactions in Nutter Insights. Konstantin discussed when a...more

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Second Circuit Finds Special Servicer's Repurchase Claim Barred by Statute of Limitations, POLSINELLI'S Loan Originator Client...

by Polsinelli on

The Second Circuit recently REVERSED a S.D.N.Y decision granting summary judgment in favor of a CMBS Trust whose Special Servicer sued POLSINELLI'S commercial loan Originator client seeking repurchase of a loan due to the...more

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

by Hogan Lovells on

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

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