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Breach of Contract › Acquisitions › Indemnification Clauses

Stinson - Corporate & Securities Law Blog

Court Invalidates Indemnification Claim for Failure to Comply with Dispute Resolution Provisions

Stinson - Corporate & Securities Law Blog on

Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims.  The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

Holland & Knight LLP on

In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

Foley & Lardner LLP

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Womble Bond Dickinson

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

Womble Bond Dickinson on

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

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