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

A live 90-minute premium CLE webinar with interactive Q&A


Wednesday, November 18, 2020

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, October 30, 2020

or call 1-800-926-7926

This CLE webinar 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.

Description

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.

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Outline

  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

Benefits

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?

Faculty

Brow, Gregory
Gregory S. Brow

Partner
Dentons US

Mr. Brow represents publicly-traded corporations, privately-held businesses, and corporate executives in complex...  |  Read More

Ogurick, Matthew
Matthew L. Ogurick

Partner
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

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