News & Analysis as of

Representations and Warranties EBITDA

Whiteford

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

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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

R&W Claims 101: Types of Loss

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There’s been a breach in your mergers and acquisitions (M&A) agreement—you suspect the seller misrepresented something. If you had the foresight to purchase reps and warranties insurance, you can now file a claim to recover...more

Woodruff Sawyer

Looking Ahead to 2023: Trends in Private Equity and M&A Insurance

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When we look across our client base of 375+ funds and our advisory work on 150+ middle market growth equity, private equity, and strategic M&A US-based transactions in 2022, we see a wide variety of issues that are...more

K&L Gates LLP

COVID-19: Implications on M&A Transactions

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As the spread of COVID-19 continues to accelerate throughout the world and the financial markets experience increasing amounts of turmoil, companies engaged in mergers and acquisitions are grappling with increased risk and...more

Proskauer Rose LLP

Coronavirus: Private Credit Lenders

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The unexpected emergence of the COVID-19 virus presents a wide range of new challenges and opportunities. The initial reaction of the syndicated market has been to pull back. In these times, private credit lenders act as...more

A&O Shearman

Coronavirus Implications in Loan Documents

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The widespread reach of the coronavirus (“Covid-19”) outbreak has unfavorably impacted numerous industries all over the world and sent shock waves across the global financial markets. As the outbreak has spread globally, a...more

Carlton Fields

Under the Microscope: Dissecting Errors to Evaluate RWI Damage Claims

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After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more

Carlton Fields

When Balance Sheet Errors Turn into Multiple EBITDA Claims

Carlton Fields on

After an M&A deal closes, the purchaser may discover information that it considers erroneous in the balance sheet accounts in the acquired company’s financial statements....more

Carlton Fields

Valuing Income Statement Breaches in Transactional Insurance Claims

Carlton Fields on

Once it has been determined that a breach of a financial statement representation in an acquisition agreement has occurred—specifically with respect to an identified income statement—the question arises as to the quantum of...more

McGuireWoods LLP

R&W Insurance: A Market Update

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The next in our series of posts sharing key takeaways from panels at the Healthcare & Life Sciences Private Equity and Lending Conference discusses representations and warranties (R&W) insurance. It is authored by our...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Akorn Falls Far from the Tree: Delaware Chancery Court Finds a “Material Adverse Effect” for the First Time in Akorn,...

On October 1, 2018, the Delaware Court of Chancery found in Akorn, Inc. v. Fresenius Kabi AG, et al. that Fresenius was entitled to terminate its merger agreement with Akorn. ...more

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