M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities

Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Risk Mitigation Provisions

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

Conducted on Tuesday, August 14, 2018

Recorded event now available

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Program Materials

This CLE webinar will prepare M&A deal counsel to draft contracts to protect sellers from post-closing liability. The panel will discuss how courts have analyzed different limitation of liability provisions and how they affect buyers and sellers.


Effective limitation of liability clauses in M&A agreements thwart dissatisfied parties who may attempt to evade the contractual limits. Such parties may assert allegations of fraud or misrepresentation and/or claim inaccuracies of pre-contractual representations and contractual warranties.

Deal counsel must craft contract language to maximize the likelihood of enforcement of the exclusive remedy provisions in the contract, minimizing risk to the seller of contractual and extra-contractual post-closing liability in M&As.

Listen as our authoritative panel of M&A attorneys prepares counsel to craft contracts that limit contractual and extra-contractual liabilities, focusing on sources of extra-contractual liabilities, ways to protect parties through auction and negotiating processes, and exclusive remedy and extra-contractual representation waiver provisions.



  1. Sources of extra-contractual liability
  2. Protecting parties through auction and negotiation process
  3. Protecting parties through exclusive remedy and extra-contractual representation waiver provisions
  4. Lessons from recent case law


The panel will review these and other critical questions:

  • What are best practice strategies for limiting contractual and extra-contractual liabilities when drafting M&A agreements?
  • How have the courts analyzed exclusive remedy and extra-contractual representation and waiver provisions in M&A contracts?
  • How can parties achieve protection from extra-contractual liabilities during the negotiation process?


Dolan, Mario
Mario Perez Dolan

Jackson Walker

Mr. Dolan focuses on corporate and securities law. He represents both public and private companies in a broad array of...  |  Read More

Dundas, Derek
Derek D. Dundas

Pepper Hamilton

Mr. Dundas concentrates his practice on M&As, general corporate and securities matters, and capital markets. He...  |  Read More

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