M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities
Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Risk Mitigation Provisions
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will prepare deal counsel to draft contracts to protect sellers from post-closing liability. The panel will discuss how courts have analyzed different limitation on liability provisions and how the provisions affect buyers and sellers.
- Sources of extra-contractual liability
- Protecting parties through auction and negotiation process
- Protecting parties through exclusive remedy and extra-contractual representation waiver provisions
- Lessons learned from recent case law
The panel will review these and other key questions:
- What are best practice strategies for limiting contractual and extra-contractual liabilities when drafting M&A agreements?
- How have the courts analyzed exclusive remedy and extra-contractual representation and waiver provisions in merger and acquisition contracts?
- How can parties achieve protection from extra-contractual liabilities during the negotiation process?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Glenn D. West
Weil Gotshal & Manges
Mr. West has a national and international corporate practice, regularly representing private equity firms in... | Read More
Mr. West has a national and international corporate practice, regularly representing private equity firms in acquiring and making investments in public and private companies. He represents public and private companies (including the portfolio companies of private equity firms) in acquisitions and financings and he is regularly called upon to provide general corporate and crisis management advice.Close
Byron F. Egan
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing... | Read More
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing practice. He has extensive experience in business entity formation and governance matters, M&A, and financing transactions in a wide variety of industries. He also advises boards of directors and their audit, compensation, and special committees.Close
Patricia O. Vella
Morris Nichols Arsht & Tunnell
Ms. Vella regularly provides advice on corporate governance matters and a variety of corporate transactions for... | Read More
Ms. Vella regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. She is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees.Close