Buyer Protection Provisions in M&A Purchase Agreements Beyond Indemnification, Reps and Warranties

Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities

A live 90-minute premium CLE video webinar with interactive Q&A


Wednesday, October 13, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE course will guide deal counsel in negotiating and drafting provisions in private M&A purchase agreements that provide protections to buyers after the transaction is consummated beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purchase price adjustments, contingent and deferred consideration, past-due accounts receivable, and other protections available to buyers in private M&A transactions to shift or minimize transaction risk.

Description

In many private M&A transactions, buyers tend to rely on an indemnity from sellers to compensate them for losses arising from sellers' breach of the representations and warranties provisions in purchase agreements. Many times, sellers insist that this indemnity is the sole remedy available to buyers, and it has become increasingly popular for buyers to purchase representations and warranties insurance policies. However, buyers and their counsel often negotiate additional protections beyond this indemnity.

These buyer protection provisions include purchase price adjustments, contingent consideration, deferred consideration, past-due accounts receivable repurchase obligations, excluding certain liabilities in asset transactions, setoff rights, specific performance, and fraud claims. Counsel should stay on top of the latest thinking when it comes to these buyer protection provisions.

Listen as our panel of experienced M&A attorneys discusses strategies used by buyers to shift certain liabilities to sellers and minimize risk in private M&A transactions.

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Outline

  1. Why buyers should not rely solely on an indemnity from sellers, plus other considerations with respect to representations and warranties insurance policies
  2. Buyer protection provisions beyond an indemnity from sellers
    1. Purchase price adjustments
    2. Earnouts and other contingent consideration
    3. Escrows, holdbacks, and other security
    4. Specific provisions for accounts receivable
    5. Specific provisions for asset deals, including excluded liabilities and wrong-pockets provision
    6. Setoff rights
    7. Specific performance and claims for fraud

Benefits

The panel will review these and other key issues:

  • What buyers should keep in mind when negotiating purchase price adjustments to get the value they bargained for
  • How buyers can leverage contingent consideration to protect themselves against risks related to the future performance of a target company
  • When buyers should consider using escrows and holdbacks and ways buyers can minimize uncertainty regarding the collectability of past-due accounts receivable

Faculty

Jennings, J. Hillyer
J. Hillyer Jennings

Attorney
King & Spalding

Mr. Jennings specializes in mergers, acquisitions and other significant corporate transactions. He represents public...  |  Read More

Patel, Nikul
Nikul Patel
Attorney
King & Spalding

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 |  Read More
Stewart, Michelle
Michelle Stewart

Counsel
King & Spalding

Ms. Stewart represents both target and acquiring companies in M&A transactions and has experience with equity and...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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