What You Need To Know About Representation and Warranty Insurance
Mergers and Acquisitions - Key Issues in Today's M&A Deals
This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with...more
In this Upside episode, Farella's Greg LeSaint and Erica Villanueva discuss how incorporating representation and warranty insurance into your acquisition from the buy-side or sell-side can have tremendous benefits in dealing...more
In Express Scripts, Inc., et al. v. Bracket Holdings Corp., the Delaware Supreme Court, sitting en banc, reversed and remanded the decision of the Delaware Superior Court, holding unanimously that (i) although common law...more
From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...more
Following a dramatic pause starting last spring, the hotel purchase and sale market has begun to show signs of a rebound. A significant challenge to these sales, however, is the remaining uncertainty around the COVID-19...more
The majority of middle-market M&A has followed a similar structure for quite some time: while ensuring normalized working capital, the seller sweeps “Cash” and pays off all “Debt” at closing. The nuance, of course, lies in...more
Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are...more
Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the...more
On July 2, 2015, the U.S. District Court for the Eastern District of New York issued a decision in City of New York v. Bell Helicopter Textron, Inc., 13 CV 6848 that left the plaintiff without any remedy against the...more
Whether in an auction or proprietary transaction, risk allocation has typically been a function of indemnities tied to reps and warranties and the type of credit supporting the type of supporting credit. Holdbacks, earnouts,...more