Negotiating and Navigating the Fraud Exception in Private Company Acquisitions
Key Considerations For Drafting a Fraud Exception to an M&A Contractual Indemnification Provision
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will examine the game-changing role the fraud exception could play in private target M&A agreements, with a focus on properly contouring limitations on indemnification and other remedies based on fraud claims.
- What is a fraud exception and who cares?
- Recent case law impacting fraud remedies in M&A
- Practical negotiation strategies
The panel will review these and other key issues:
- What strategies can be implemented for limiting (for seller) or preserving (for buyer) the fraud remedy’s “Sword of Damocles?”
- What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
- How can counsel best juggle competing interests of multiple selling stockholders (e.g., lead vs. coattail investors)?
McDermott Will & Emery
Mr. Chu’s practice focuses on M&A, joint ventures, and other strategic transactions, as well as, related... | Read More
Mr. Chu’s practice focuses on M&A, joint ventures, and other strategic transactions, as well as, related corporate governance, for clients ranging from Fortune 500 serial acquirers to private equity funds to high-growth, high-profile technology companies in the United States and abroad. As the creator of the American Bar Association's influential M&A Deal Points Studies, Mr. Chu is widely recognized for his thought leadership that continues to shape M&A practice nationally and globally.Close
P. Gregory Hidalgo
McDermott Will & Emery
As a transactional and securities lawyer, Mr. Hidalgo counsels and provides innovative and client-centered... | Read More
As a transactional and securities lawyer, Mr. Hidalgo counsels and provides innovative and client-centered solutions for publicly held and privately owned clients in the areas of mergers and acquisitions, joint ventures, securities transactions, corporate governance and other general corporate matters. He is a frequent lecturer on a variety of M&A topics.Close
Jessica C. Pearlman
Ms. Pearlman represents companies in various corporate, securities and finance matters, with an emphasis on... | Read More
Ms. Pearlman represents companies in various corporate, securities and finance matters, with an emphasis on M&As for both public and private clients, domestic and international. She chairs the Mergers & Acquisitions Market Trends Subcommittee of the M&A Committee of the ABA’s Section of Business Law and is a member of the Thomson Reuters Business Law Solutions Advisory Board.Close
Srinivas M. Raju
Richards Layton & Finger
Mr. Raju focuses his practice on corporate advisory, corporate governance, transactional, and complex litigation... | Read More
Mr. Raju focuses his practice on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations and alternative entities. He litigated numerous corporate control, corporate governance, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He is a lecturer and author on fiduciary duty and governance issues.Close