Materiality Scrapes in M&A Transactions: Implications for Buyers and Sellers, Potential Compromises, Current Trends
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE program will explore the increased prevalence of materiality scrapes in private M&A transactions. The panel will discuss the purpose, function, and implications of materiality scrapes, buyer and seller perspectives, possible areas of compromise, and the role of rep and warranty insurance.
Outline
- Market trends and the increased prevalence of materiality scrapes in purchase agreements
- Purpose and function of a materiality scrape
- Types of materiality scrapes: single and double
- Buyer and seller perspectives
- Middle ground approaches when parties are at an impasse
- The role of rep and warranty insurance
- Practitioner pointers and key takeaways
Benefits
The panel will discuss these and other key considerations:
- What is a materiality scrape, and what are the implications of including a scrape in an M&A purchase agreement?
- What are the current market trends with respect to materiality scrapes?
- How are materiality scrapes viewed by buyers and sellers?
- What are potential areas of compromise when negotiating materiality scrapes from both a buyer's and seller's perspective?
Faculty
Kenneth W. Clingen
Partner
Clingen Callow & McLean
Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately... | Read More
Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately owned businesses across a variety of industries and also represents high net worth individuals and family offices. He counsels clients in starting new business ventures, operating their ongoing business enterprises and preparing business succession plans for business owners.
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Kate Sherburne
Partner
Faegre Drinker Biddle & Reath
Ms. Sherburne works with clients to close transformational deals. She focuses on mergers and acquisitions, corporate... | Read More
Ms. Sherburne works with clients to close transformational deals. She focuses on mergers and acquisitions, corporate governance, and securities. Ms. Sherburne also has significant experience with M&A representation and warranty insurance, a product that is being used with greater frequency in the M&A market. Her transaction experience includes: representing strategic public and private clients in acquisition and disposition transactions in industries such as retail, medical devices, software/technology, health care, professional sports, financial services, restaurants, manufacturing and distribution, wholesale, transportation, and recreational vehicles; representing large family-owned businesses in exit transactions; representing private equity firms in transactions involving purchases and sales of portfolio companies; representing management investors in rollover investments; and representing privately held businesses in connection with reorganization transactions, among others.
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