Private Company Acquisition Agreements: Drafting Reps and Warranties, Covenants, and Closing Conditions
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Monday, January 22, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panelist will offer their insights on how recent market trends impact the drafting of these critical deal terms.
Representations and warranties, covenants, closing conditions, and indemnification provisions are critical in private company acquisition agreements. Buyers and sellers in private company acquisitions must strategically draft and negotiate these clauses to ensure their respective rights are protected before and after the deal closes.
Reps and warranties clauses require the target to disclose and explain specific issues and risks associated with the deal and allow buyers to exit the agreement under certain circumstances. Covenant provisions require or restrict conduct by the parties between the date the acquisition agreement is signed and the time the deal closes. Closing conditions outline steps the parties must complete before the transaction may close. Indemnification clauses allocate risk in the event of damages or losses.
Counsel structuring these essential provisions in private company acquisition agreements must understand the current trends in the market and where drafting and negotiation challenges are likely to arise.
Listen as Sarah McLean, Partner at Shearman & Sterling, reviews the latest trends in deal terms for private company acquisitions. The panel will discuss best practices for negotiating representations and warranties, covenants, closing conditions, and indemnification provisions.
- Reps and warranties
- Covenants
- Closing conditions
- Indemnification provisions
The panelist will review these and other key issues:
- What are the current trends for M&A practitioners negotiating private company acquisition agreements?
- When negotiating and structuring reps and warranties, covenants, closing conditions, and indemnification provisions, what are best practices for counsel on both sides of the deal?
- What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
- What are the most commonly disputed issues when negotiating these clauses and what are practical strategies for resolving them?
