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
Recording of a 90-minute CLE webinar with 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?
David J. Mack
Dorsey & Whitney
Mr. Mack advises clients on venture financing transactions, M&As, securities filings, and corporate governance... | Read More
Mr. Mack advises clients on venture financing transactions, M&As, securities filings, and corporate governance matters, including helping clients to form and optimally structure business and investment entities. He represents publicly-traded and emerging companies in a variety of organizational and financing matters, including Regulation D offerings, equity investments and tender and exchange offers. Mr. Mack also counsels domestic and international clients engaged in Rule 144A and Regulation S offerings as well as domestic and cross border M&A transactions, both sell- and buy-side.Close
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