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 webinar with Q&A
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.
- Common sources of M&A reps and warranties breach claims
- Strategies for pursuing claims
- Strategies for defending claims
- 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?
- What are the additional risks associated with COVID-19, and how might they give rise to post-closing claims?
- How can M&A reps and warranties insurance help mitigate the risk of loss for buyers and sellers?
Gregory S. Brow
Mr. Brow represents publicly-traded corporations, privately-held businesses, and corporate executives in complex... | Read More
Mr. Brow represents publicly-traded corporations, privately-held businesses, and corporate executives in complex business litigation matters. His practice focuses on commercial and contractual disputes and business torts, shareholder and partnership disputes, M&A purchase price adjustment disputes, examinations and internal investigations, consumer class actions and securities class actions.Close
Matthew L. Ogurick
Mr. Ogurick has broad experience in counseling public and private companies based in the U.S., Europe and Asia, private... | Read More
Mr. Ogurick has broad experience in counseling public and private companies based in the U.S., Europe and Asia, private equity firms and their portfolio clients, hedge and venture capital funds, sponsors, and entrepreneurs across a broad spectrum of legal matters with particular emphasis on M&As, joint ventures, public offerings and private placements of convertible debt and equity securities including ADR listings, SEC reporting and compliance, national exchange listings, corporate finance, legal opinion practice and early stage company structuring, formation and funding. Mr. Ogurick represents clients across a broad range of industries including infrastructure, commercial real estate, online advertising, federal government contracting, nuclear medicine, solar, healthcare laboratory, nanotechnology, and augmented and virtual reality. In addition, Mr. Ogurick counsels corporations and their boards of directors on matters of corporate governance.Close
Jason G. Tolmaire
Mr. Tolmaire is a Senior Director at FTI Consulting in the Forensic and Litigation Consulting practice. He performs... | Read More
Mr. Tolmaire is a Senior Director at FTI Consulting in the Forensic and Litigation Consulting practice. He performs assessments of economic damages such as lost profits, excess costs and diminution in value for companies involved in disputes. Mr. Tolmaire’s work with merger and acquisition disputes has involved assisting buyers and sellers in disputes around working capital, earnouts, and damages resulting from breaches of representations and warranties in sale and purchase agreements. He has also presented on the topic of assessing damages in merger and acquisition disputes and has written an article on working capital disputes.Close