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 video webinar with interactive 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.
Outline
- 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
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 strategies for sellers for defending against claims for breach of reps and warranties?
- How can M&A reps and warranties insurance help mitigate the risk of loss for buyers and sellers?
Faculty
Jonathan A. Dhanawade
Partner
Mayer Brown
Mr. Dhanawade is a trusted advisor to private equity firms, their portfolio companies, sovereign and... | Read More
Mr. Dhanawade is a trusted advisor to private equity firms, their portfolio companies, sovereign and sovereign-backed investors in the Middle East and North America, and other publicly and privately held companies. He concentrates his practice on structuring, negotiating and executing domestic and international mergers and acquisitions, divestitures, leveraged buyouts, going-private transactions, carve-out transactions, joint ventures, recapitalizations, corporate restructurings and equity investments (including preferred equity investments, PIPEs and growth equity investments). Mr. Dhanawade also provides strategic counsel on a range of general corporate matters, including corporate governance, executive compensation and incentive equity arrangements. He is an adjunct professor at Northwestern Pritzker School of Law.
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Frank J. Favia, Jr.
Partner
Mayer Brown
Public companies and private equity firms turn to Mr. Favia for their most sensitive litigation matters. He brings a... | Read More
Public companies and private equity firms turn to Mr. Favia for their most sensitive litigation matters. He brings a unique set of skills to his clients, having served as the executive vice president and general counsel of a private equity backed financial services company, during which time he led a legal department of over 200 lawyers and compliance professionals. Mr. Favia frequently advises public companies and private equity clients in significant M&A litigation and disputes. He has successfully handled dozens of M&A post-closing disputes related to working capital, earn-outs, purchase price adjustments, representations and warranties, indemnification, employment restrictive covenants, and alleged fraud. He has experience bringing claims under representation and warranty insurance policies. He is frequently retained by private equity clients to represent their portfolio companies in significant disputes and investigations. Mr. Favia has represented a diverse range of clients in other commercial litigation matters in arbitrations and in federal, state, appellate, and bankruptcy courts.
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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
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.
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