Buyer Protection Provisions in M&A Agreements: AR Repurchase Obligation, Inventory Audit, Insurance and More
Minimizing Buyer's Risk With Deal-Specific Provisions Beyond Indemnification and Escrows
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will guide deal counsel in negotiating and drafting provisions in M&A purchase agreements that provide additional protections to buyers beyond indemnification and escrows. The panel will outline approaches for leveraging purchase price adjustments, accounts receivable repurchase obligations, buyers’ right to conduct an inventory audit, M&A transactional insurance, and other buyer protections to minimize risk.
- Purchase Price Adjustments as an alternative to indemnification
- Key clauses beyond indemnification and escrow:
- Accounts receivable repurchase
- Inventory audits
- M&A transactional insurance
- Setoff rights
- Cross-default provisions
The panel will review these and other key issues:
- Why is it important to include provisions beyond indemnification and escrows to protect buyers in M&A purchase agreements?
- How does a seller’s obligation to repurchase uncollected accounts receivable interplay with other provisions of the purchase agreement?
- How can buyers leverage transactional insurance to protect themselves against risks?
Founder and Managing Partner
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture... | Read More
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture capital investments, corporate M&A, licensing and strategic alliances and other corporate deals. His primary industry focus is on internet, advertising, social media, loyalty and gaming sectors, and also counsels in the areas of clean-tech and automotive technologies. He is an adjunct professor of law with the New England School of Law, where he has taught Corporate Mergers & Acquisitions since 2005.Close
Dorsey & Whitney
Mr. Marsalek engages in a general corporate practice with an emphasis on corporate transactions, including private... | Read More
Mr. Marsalek engages in a general corporate practice with an emphasis on corporate transactions, including private and public mergers and acquisitions, stock purchases and asset purchases. He also represents private equity firms with respect to their acquisition and disposition of portfolio companies, assists clients in venture capital financings, provides general corporate counseling, and drafts general commercial contracts.Close
Reed Sussman, Esq.
Senior Vice President
Mr. Sussman is the Director of the firm's Mergers and Acquisitions Practice. He is responsible for implementing and... | Read More
Mr. Sussman is the Director of the firm's Mergers and Acquisitions Practice. He is responsible for implementing and managing the insurance programs of his diverse client base, which ranges from start-ups to multinational publicly-traded companies across a wide spectrum of industries, as well as developing transactional insurance solutions for the firm’s clients. Before joining his firm, he was a corporate attorney with the law firm of Goodwin Procter, LLP, where he handled various corporate transactions, including public offerings, mergers and acquisitions and private equity transactions.Close