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

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

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Wednesday, September 28, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the types of post-closing breach claims that arise most frequently in M&A transactions. The panel will share practical tips to help buyers and sellers negotiate and draft more robust 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.

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 focusing on "trouble spots" where post-closing losses are likely to arise. Counsel should identify weaknesses in transaction documents that impede recovery or undermine a defense and develop workarounds to address these pitfalls.

Listen as our authoritative panel discusses 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 sources 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 critical issues:

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


Ogurick, Matthew
Matthew L. Ogurick

K&L Gates

Mr. Ogurick has broad experience in counseling public and private companies based in the U.S., Europe and Asia, private...  |  Read More

Tolmaire, Jason
Jason G. Tolmaire

Senior Director
FTI Consulting

Mr. Tolmaire is a Senior Director at FTI Consulting in the Forensic and Litigation Consulting practice. He performs...  |  Read More

Weldon, Matthew
Matthew J. Weldon

K&L Gates

Mr. Weldon is a Practice Group Coordinator of K&L Gates’ International Arbitration Group. His practice...  |  Read More

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