M&A Buyer Protection Provisions Beyond Indemnification for Breaches of Representations and Warranties
Minimizing Buyer's Risk with Provisions Including Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities and more
A live 90-minute CLE webinar with interactive Q&A
This CLE webinar will guide deal counsel in negotiating and drafting provisions in M&A purchase agreements that provide additional protections to buyers beyond indemnification for breaches of representations and warranties. The panel will outline approaches for leveraging purchase price adjustments, contingent payments, accounts receivable repurchase obligations, buyers’ right to conduct an inventory audit, retained liabilities and other buyer protections to minimize risk.
- Purchase price adjustments
- Contingent payments
- Key clauses beyond representations and warranties:
- Accounts receivable repurchase
- Inventory audits
- Retained Liabilities
- Setoff rights
- Cross-default provisions
The panel will review these and other key issues:
- Why is it important to include additional provisions to protect buyers in M&A purchase agreements?
- How does a purchase price adjustment interplay with the indemnification provisions of the purchase agreement?
- How can buyers leverage contingent payments to protect themselves against risks?
Dorsey & Whitney
Mr. Marsalek engages in a general corporate practice with an emphasis on corporate transactions, including private... | Read More
Mr. Marsalek engages in a general corporate practice with an emphasis on corporate transactions, including private and public mergers and acquisitions, stock purchases and asset purchases. He also represents private equity firms with respect to their acquisition and disposition of portfolio companies, assists clients in venture capital financings, provides general corporate counseling, and drafts general commercial contracts.Close
Dorsey & Whitney
Mr. Rauch’s practice focuses on mergers and acquisitions and joint ventures of private and public companies. His... | Read More
Mr. Rauch’s practice focuses on mergers and acquisitions and joint ventures of private and public companies. His clients are primarily private equity sponsors and strategic acquirers, and also include co-investors, sellers of closely held businesses, hedge funds, and investment banks. Mr. Rauch’s deal experience extends across most industries but has a special focus on healthcare and life sciences.Close
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