M&A Indemnification Deal Terms: 2017 Survey Results

What's Market for Negotiating and Drafting Private Target Company Indemnification Terms

An encore presentation featuring live Q&A

Recording of a 60-minute CLE webinar with Q&A

Conducted on Thursday, January 25, 2018

Recorded event now available

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Program Materials

This CLE webinar will examine the results of Nixon Peabody’s 2017 survey of key M&A indemnification deal terms, which is based on a review of 100 private target company acquisition agreements filed with the SEC between June 1, 2016 and Aug. 16, 2017, with a median transaction value of $250 million. The presenter will discuss the implications of the survey findings for deal counsel drafting and negotiating acquisition agreements.


Indemnification clauses are often the most important risk allocation provisions in private company M&A transactions. Nixon Peabody’s recent survey of M&A indemnification deal terms in 100 publicly filed private target company acquisition agreements provides key insights into what is market when it comes to negotiating these critical provisions.

Key data points analyzed in the survey include survival periods, carve outs to the general survival period, materiality scrapes, indemnity baskets and caps, exclusions from indemnifiable damages, fundamental reps and warranties, net of insurance clauses, and sandbagging clauses.

Listen as attorney John C. Partigan of Nixon Peabody provides guidance to deal counsel for negotiating and drafting indemnification provisions in M&A deals based on the results of the firm’s recent survey of 100 private target company acquisition agreements publicly filed between June 1, 2016 and Aug. 16, 2017.



  1. Survival periods
  2. Carve outs to the general survival period
  3. Materiality scrapes
  4. Indemnity baskets and caps
  5. Exclusions from indemnifiable damages
  6. Fundamental reps and warranties
  7. Net of insurance clauses
  8. Sandbagging clauses


The presenter will review these and other key issues:

  • Key findings of Nixon Peabody’s 2017 survey of key M&A indemnification deal terms
  • Implications of key findings for drafting and negotiating indemnification provisions

This is an encore presentation with live Q&A.


Partigan, John
John C. Partigan

Nixon Peabody

Mr. Partigan concentrates his practice in federal securities law matters and mergers and acquisitions. His mergers...  |  Read More

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