M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or Defending Recovery

Identifying and Addressing Trouble Spots That Risk Post-Closing Losses, Impede Recovery or Undermine Defenses

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

Conducted on Thursday, April 13, 2017
Recorded event now available

This CLE webinar will examine the types of post-closing breach claims that arise most frequently in M&A transactions, share practical tips to help buyers and sellers negotiate and draft stronger deal documents, and discuss litigation strategies that should prove useful to parties who find themselves entangled in reps and warranties breach disputes. The panel will also address the pros and cons of representation and warranty insurance, which can shift the risk of reps and warranties breaches to a third party.


Post-closing claims for breaches of representations and warranties are common in the context of M&A transactions, and they can expose sellers to millions of dollars in unexpected liabilities. From a buyer’s perspective, inadequate representations or obstacles to recovering for breaches of reps and warranties can chip away at the value of an acquisition—or eliminate it entirely.

Attorneys who negotiate M&A deals or litigate disputes arising from breaches of reps and warranties can achieve better outcomes for their clients, whether buyers or sellers, by learning to focus on “trouble spots” where post-closing losses are most likely to arise, identify potential weaknesses in transaction documents that may impede recovery or undermine a defense, and develop work-arounds to address these pitfalls.

Listen as our authoritative panel discusses the types of situations that often lead to reps and warranties breach claims, opportunities and pitfalls when pursuing or defending against recovery for losses resulting from a breach, and the latest developments in the use of M&A reps and warranties insurance to supplement or replace other options for recovery.


  1. Common source of M&A reps and warranties breach claims
  2. Strategies for pursuing claims
  3. Strategies for defending claims
  4. Leveraging M&A reps and warranties insurance


The panel will review these and other key issues:

  • Which reps and warranties in the M&A agreement are most commonly the subject of breach claims?
  • What are best practices for buyers pursuing breach of reps and warranties claims?
  • What are some strategies for sellers to most effectively defend against breach of reps and warranties claims?
  • How can M&A reps and warranties insurance help mitigate the risk of loss for buyers and sellers?


Brendan A. Donahue
Jenner & Block, Chicago

Mr. Donahue is assigned to the firm's Corporate Department. He a member of the Young Lawyers Division of the American Bar Association. Mr. Donahue was named a Janet D. Steiger Fellow by the ABA Section of Antitrust Law in 2012. Prior to joining Jenner & Block, he worked in information technology.

Jason D. Osborn, Partner
Jenner & Block, Chicago

Mr. Osborn is a transactional lawyer. He counsels clients on their business development strategies and regularly represents private equity funds and public and private company clients in complex transactions, including mergers and acquisitions, leveraged buyouts, going-private transactions, joint ventures, divestures, private financings, recapitalizations and restructurings, and in related corporate governance, executive compensation and general corporate matters.

Rachel S. Morse, Partner
Jenner & Block, Chicago

Ms. Morse concentrates her practice on complex commercial litigation. She has significant experience litigating in a variety of substantive areas, including intellectual property disputes, business torts, information technology outsourcing, and contract disputes. She is a member of her firm’s Complex Commercial Litigation, Real Estate and Construction Litigation, and Technology Litigation Practices.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

How does this work?

Recorded Event

Includes full event recording plus handouts.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00

How does this work?

Recorded Audio Download (MP3) $297.00

How does this work?


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

or call 1-800-926-7926

CLE Credits

Many states grant CLE credits for on-demand streaming audio programs and recorded events. Our programs are pre-approved in many states. Refer to our state CLE map for state-specific information.

or call 1-800-926-7926

Customer Reviews

The program was very practical and informative for my current needs.

Ken Watt

Frederic Dorwart, Lawyers

The subject matter was timely and important, and the webinar format is well suited for this topic.

Dennis Brennan

Saul Ewing

I appreciated the programs focused subject matter and that the speakers did not try to cover too much.

Ernest Williams

Stoll Keenon Ogden

Strafford's program was on point, relevant and provided useful information.

Patricia Bartholomew

Craig-Hallum Capital Group

The webinar was very well organized and efficient.

Mark Bluhm

Lathrop & Gage

or call 1-800-926-7926

Mergers and Acquisitions Law Advisory Board

Charles H. Baker



Igor Kirman


Wachtell Lipton Rosen & Katz

Kevin C. Logue


Paul Hastings Janofsky & Walker

Mark D. Williamson


Gray Plant Mooty

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.