M&A Contracts and the Role of Written Representations

Navigating Lead-Ins, Disclosures in Schedules, Qualifications and Exceptions, the "Bring-Down," and Interaction With Indemnifications

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, January 10, 2013

Recorded event now available

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Course Materials

This CLE course will provide deal counsel with a review of the key role that representations play in M&A contracts. Our presenter will discuss the importance of properly structuring representations in an acquisition agreement, outline issues to consider, and offer strategies for drafting the representations.


Representations are key components of M&A contracts that are made to induce one or more parties to enter into that contract. These statements can also be used to allocate risks and uncertainty between the parties.

Drafting and constructing these clauses involves consideration of many issues, including the lead-in; whether the representations relates to past, present or future events or circumstances; affirmative disclosures in qualifiers and exceptions; the “bring-down”; updating representations; and interaction with indemnifications provisions.

Listen as our presenter, a leading M&A practitioner, discusses the role of representations in M&A contracts, highlighting issues to consider including lead-ins, affirmative disclosures in schedules, qualifiers and exceptions, the “bring-down,” and interaction of representations with indemnification provisions.



  1. Basic structure of representations
  2. Qualifications and exceptions to representations
  3. Schedule references and associated issues
  4. Updating representations
  5. The “bring-down”
  6. Interaction with indemnifications
  7. Drafting considerations


The panel will review these and other key questions:

  • What are the key considerations when drafting qualifying representations?
  • How do representations interact with indemnification provisions?
  • What materiality and knowledge qualifiers are critical issues to consider when drafting?

Following the speaker presentation, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Martorana, Vincent R.
Vincent R. Martorana

Reed Smith

Mr. Martorana's practice includes the representation of clients in domestic and cross-border mergers, stock and...  |  Read More

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