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

Conducted on Tuesday, December 10, 2013

Recorded event now available

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Program Materials

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.


Effective limitation on liability clauses in written M&A agreements anticipate dissatisfied parties to an agreement who attempt to evade the limitations. Such parties may assert allegations of fraud or misrepresentation and/or claim inaccuracies of pre-contractual representations and contractual warranties.

Deal counsel must craft contract language to maximize the likelihood of enforcement of the exclusive remedy provisions in the contract, minimizing risk to the seller of contractual and extra-contractual post-closing liability in mergers and acquisitions.

Listen as our authoritative panel of merger and acquisition attorneys prepares counsel to craft contracts that limit contractual and extra-contractual liabilities, focusing on sources of extra-contractual liabilities, ways to protect parties through auction and negotiating processes, and exclusive remedy and extra-contractual representation waiver provisions.



  1. Sources of extra-contractual liability
  2. Protecting parties through auction and negotiation process
  3. Protecting parties through exclusive remedy and extra-contractual representation waiver provisions
  4. 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
Glenn D. West

Weil Gotshal & Manges

Mr. West has a national and international corporate practice, regularly representing private equity firms in...  |  Read More

Byron F. Egan
Byron F. Egan

Jackson Walker

Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing...  |  Read More

Patricia O. Vella
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

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