Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations, Terms to Minimize Financial Risks
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide M&A counsel to negotiate and draft indemnification provisions in merger documents, asset purchase agreements, and stock purchase agreements. The panel will discuss best practices for addressing challenges that may arise with indemnification claims, explain the various theories of measuring damages for breach, and examine how insurance products are being used to cover indemnities.
- Negotiating indemnification provisions
- Types of damages covered
- Caps, baskets, and other limitations
- Fraud exclusion
- Purchase price adjustment and double-dipping
- Defense of third-party claims
- Enforceability of indemnification obligations against non-signatories
- Evaluating and addressing creditworthiness of indemnitors
- Determining types of damages recoverable under indemnification provisions in the event of a breach
- The use of insurance products to cover indemnities
The panel will review these and other key issues:
- What are the current trends in drafting and negotiating contractual indemnity provisions?
- What are the most commonly disputed issues in M&A indemnity, and what are some practical strategies for resolving them?
- How can counsel for buyers expand indemnification protection and counsel for sellers limit indemnification liability when drafting and negotiating indemnity clauses?
- How are damages for breach measured under indemnification provisions?
- How are insurance products being used to cover indemnities?
Ms. Diakos is a litigation partner in the firm's New York City office. Her practice involves the representation of... | Read More
Ms. Diakos is a litigation partner in the firm's New York City office. Her practice involves the representation of numerous Fortune 500 companies and individuals in a broad range of complex commercial litigation matters, including disputes arising out of M&A deals, stockholder class actions, trademark litigation, trade secret litigation, and business-to-business disputes (e.g., breach of contract, fraudulent and negligent misrepresentation, tortious interference, unfair competition, defamation, breach of fiduciary duty). She has extensive experience in all aspects of commercial litigation, including large scale discovery, motion practice, and trial.Close
Sara Garcia Duran
Ms. Duran focuses her practice on complex corporate and transactional matters, including representation of private... | Read More
Ms. Duran focuses her practice on complex corporate and transactional matters, including representation of private equity firms and public companies in connection with public and private acquisitions, divestitures and investment transactions. She also advises clients with respect to general corporate governance matters and compliance with applicable securities regulations.Close
Lisa R. Stark
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial... | Read More
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial public offerings, proxy contests, and hostile takeovers. She also has experience advising private and public companies and their boards of directors on corporate governance matters.Close