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
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates...more
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more
In business purchase and sale transactions, the purchase price leads to some of the most contentious push and pull in negotiations. A majority of disagreements arise from each party’s valuation of the target company as well...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
Is your M&A target a manufacturing company with automated production, a consumer products business with online sales and marketing or an education company that creates content for students? The increasing use and development...more
It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the...more
By now, many of you may have heard of the Corporate Transparency Act (“CTA”) and how it may increase compliance costs for many of your businesses in 2024. In brief, beginning January 1, 2024, the CTA will require foreign...more
Now that we are halfway through 2023, it’s a good time for a representations and warranties (R&W) claims trend update. Overall, the rate of claims has been relatively consistent with previous years, while the number of claims...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Coverage exclusions are a key risk management tool for transactional liability insurers. But they can also be traps for the unwary. In the event of a claims dispute, the insurer will likely bear the burden of proving that an...more
A business purchase agreement outlines the terms and conditions of the purchase and sale of a business (or its assets), including: •The exact nature and extent of what is being sold; •The responsibilities of the parties...more
Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...more
A recent case (Last Bus Ltd (trading as Dublin Coach) v Dawsongroup Bus and Coach Ltd [2022]) has provided a useful reminder of the circumstances in which commercial parties may exclude statutory implied terms, as well as...more
Mergers and acquisitions have many moving parts, both before the transaction is completed and after the deal has closed. Having a reps and warranties insurance policy can make things easier for an insured if problems arise...more
Though reps and warranties insurance policies are becoming increasingly common in the mergers and acquisitions (M&A) world, there is much less familiarity with the handling of any resulting claims. Even seasoned clients and...more
Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company...more
Just as representations and warranties (R&W) policies are very different from most other insurance products, so too are R&W claims, as they of course arise out of the terms of the policy. These policies provide coverage for a...more