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Mergers › Indemnification Clauses › Merger Agreements

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

Woodruff Sawyer

M&A Minute: What’s the Minimum Deal Size for RWI?

Woodruff Sawyer on

Clients and potential clients often ask me, “What is the smallest deal you can work with?” I explain that representations and warranties (R&W) insurance usually doesn’t have to do with the deal size; it has everything to do...more

Troutman Pepper Locke

M&A Ruling Illustrates Limits of Disclaiming Fraud in Del.

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Last month’s Fortis Advisors LLC v. Johnson & Johnson decision by the Delaware Court of Chancery makes clear that extracontractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through...more

PilieroMazza PLLC

Purchase Agreement Components, Part 2: Indemnification Provisions

PilieroMazza PLLC on

In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases,...more

Williams Mullen

[Webinar] M&A Webinar Series: Unique Deal Issues - February 11th, 11:00 am ET

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Join Partners Anne Domozick and Forbes Thompson to gain insights on the lessons learned when negotiating deals in special situations, and the solutions you can invoke should you find yourself in the same boat. Anne and Forbes...more

Morris James LLP

Chancery Upholds Adequacy of Description of Buyer’s Indemnification Claims but Finds Indemnification Request for Pending...

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Horton v. Organogenesis Inc.,C.A. No. 2018-0537-KSJM (Del. Ch. July 22, 2019). Sellers in merger agreements generally agree to indemnify buyers for certain “Losses” but require the buyers to provide timely notice of...more

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