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Risk Management › Representations and Warranties › Acquisitions

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 2: Business Acquisition and Post-Closing Disputes

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There’s a tongue-in-cheek joke within the legal industry that transactional lawyers create the problems, and the litigators get paid to clean them up. It’s a cautionary reminder to transactional lawyers: if the dealmaking...more

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

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Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

DarrowEverett LLP

Balancing the Scales: Purchase Price Adjustments in M&A Transactions

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In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

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Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more

DarrowEverett LLP

Closing with Confidence: Representations and Warranties Insurance in M&A

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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

Eversheds Sutherland (US) LLP

Is “The New Normal” in “The Ordinary Course of Business”?

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In the midst of the COVID-19 pandemic, we’re repeatedly challenged by “the new normal,” and, as M&A advisors, we’ve wondered, “is ‘the new normal’ in ‘the ordinary course of business’”? ...more

Foley & Lardner LLP

Managing the Commercial Impact of the Coronavirus: Implications for Oil & Gas

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...The coronavirus (provisionally named SARS-CoV-2, with its disease being named COVID-19) has now been documented in six of the world’s seven continents (sparing only Antarctica), in more than 70 countries and territories....more

Goodwin

COVID-19 and the Impact on M&A

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Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue...more

Latham & Watkins LLP

Baking the Books — Recent Instances of Fraud Highlight the Need for Vigilance in M&A Deals

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Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution. Recent high-profile fraud cases gravely...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

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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

Orrick, Herrington & Sutcliffe LLP

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

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In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

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