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Representations and Warranties Disclosure

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

Morrison & Foerster LLP

MoFo 2020 Asia Buyouts Report: Update On Deal Terms – II. Fair Disclosure

We looked at 28 deals across Asia signed or closed pre-COVID-19 in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target. We examined the common key...more

Carlton Fields

The Building Blocks of Materiality

Carlton Fields on

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

Goulston & Storrs PC

The Sandbagging Conundrum Explained

Goulston & Storrs PC on

There is perhaps no more consistently vexing problem for transactional attorneys on opposite sides than figuring out a fair contractual resolution for “sandbagging” issues....more

Adler Pollock & Sheehan P.C.

Buyer Beware: Reduced Indemnity On Account Of Supposed (Mythical?) Tax Benefits.

Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013. When the seller of a business or the assets of a business is negotiating the scope...more

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