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Representations and Warranties Damages

Carlton Fields

Damages for Reps and Warranties Breaches

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When one party to an M&A agreement alleges that the other breached its representations and warranties, the damages analysis can be complex, depending on the terms of the agreement. Generally, a claim for indemnification due...more

Carlton Fields

The Impact of the Duty to Mitigate on Diminution of Value Claims

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Buyers in M&A deals often contend that they value a target company based on the seller’s representations and warranties. If the buyer later determines those representations and warranties were false, it may argue that, as a...more

Carlton Fields

RWI Claims That Keep You Up at Night

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No One Likes a Bad Deal- Sometimes an acquired company’s revenues and earnings decline substantially following an acquisition. The investment is worth less to the new owner and the reputations of the deal team that...more

Carlton Fields

Under the Microscope: Dissecting Errors to Evaluate RWI Damage Claims

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After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more

Carlton Fields

The Building Blocks of Materiality

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Representations and warranties play an important role in M&A agreements by providing valuable disclosures and allocating risks between the parties. Representations regarding the target company’s financial statements are...more

Carlton Fields

Valuing Income Statement Breaches in Transactional Insurance Claims

Carlton Fields on

Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more

Hogan Lovells

Hong Kong Law Contract Guide

Hogan Lovells on

Our team in Hong Kong recently developed a Hong Kong Law Contract Guide. The guide discusses relevant legal principles that inform the most common contractual clauses in Hong Kong. The guide offers practical points to...more

Bracewell LLP

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New...

Bracewell LLP on

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s...more

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