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Mergers › Contract Terms › Indemnification

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Rulings on Ambiguity, Materiality and Damages in M&A Indemnification Provisions Highlight the Importance of Careful...

Skadden, Arps, Slate, Meagher & Flom LLP on

Delaware courts are frequently called upon to interpret indemnification provisions linked to representations and warranties, which serve as potential remedies for losses, dictating when and how one party must make whole the...more

Whiteford

Private Company M&A - Reverse Diligence: Questions Sellers Should Ask of Bidders

Whiteford on

When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more

Woodruff Sawyer

How To: M&A Deal Baskets and Reps & Warranties Insurance

Woodruff Sawyer on

Negotiating a basket mechanism into your merger or acquisition agreement? One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating...more

BakerHostetler

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

BakerHostetler on

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

Mintz

Seller Considerations When Negotiating a Letter of Intent

Mintz on

Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more

Woodruff Sawyer

R&W Insurance: What to Know About Sell-Side Policies

Woodruff Sawyer on

We’ve recently received a handful of inquiries regarding the placement of sell-side reps and warranties insurance (RWI) policies. Given the relative rarity of these policies compared to their buy-side counterparts, we felt a...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...

Procopio, Cory, Hargreaves & Savitch LLP on

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

Stevens & Lee

Planning for 2025: Track Your Post-Closing Obligations for Health Care Transactions

Stevens & Lee on

While the new year presents an opportunity for businesses to look forward and set goals for performance in 2025, former owners of medical practices or other health care-related businesses who sold their enterprises in 2024...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

A&O Shearman

New Jersey Federal Court Extends Coverage of Merged Bank's D&O Liability Insurance Policy To Surviving Bank

A&O Shearman on

On September 18, 2017, Judge John Michael Vazquez of the U.S. District Court of New Jersey granted summary judgment in favor of plaintiffs BCB Bancorp, Inc. (“BCB”) and the former directors and officers of Pamrapo Bancorp,...more

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