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
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.
- Basic structure of representations
- Qualifications and exceptions to representations
- Schedule references and associated issues
- Updating representations
- The “bring-down”
- Interaction with indemnifications
- 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.
Vincent R. Martorana
Mr. Martorana's practice includes the representation of clients in domestic and cross-border mergers, stock and... | Read More
Mr. Martorana's practice includes the representation of clients in domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings. He has extensive experience providing advice on contract drafting, analysis and interpretation relating to disputes, settlements and negotiated transactions. He is the author of Drafting Points (www.draftingpoints.com), a blog that is dedicated to contract drafting issues.Close