Negotiating and Navigating the Fraud Exception in Private Company Acquisitions

Key Considerations For Drafting a Fraud Exception to an M&A Contractual Indemnification Provision

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


Wednesday, January 8, 2020

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

Early Registration Discount Deadline, Friday, December 13, 2019

or call 1-800-926-7926

This CLE webinar will examine the game-changing role the fraud exception could play in private target M&A agreements, with a focus on contouring limitations on indemnification and other remedies based on fraud claims.

Description

Could one party's optimism be another party's fraud? High profile busted deals remind us that, when fraud looms, all bets are off on those otherwise carefully crafted contractual provisions so typical in M&A deals.

For private equity and venture capital sellers in particular, thoughtful limitations on liability could make the difference between a "good deal" and a "not-worth-it deal." For buyers, it could mean the difference between being a "visionary CEO"--or a "hapless CEO."

Our panel of seasoned M&A attorneys, with a healthy dose of reality from a Delaware litigator's perspective, will illustrate the role of the fraud exception in private company acquisitions, highlighting negotiation and drafting strategies to help you deftly put the genie back into the 11th-hour bottle.

Listen as our panel discusses critical considerations when drafting a fraud exception to an indemnification provision, strategies that can be implemented for seller or buyer when negotiating the fraud exception, and ways to juggle competing interests of multiple selling stockholders (e.g., lead vs. coattail investors).

READ MORE

Outline

  1. What is a fraud exception and who cares?
  2. Recent case law impacting fraud remedies in M&A
  3. Practical negotiation strategies

Benefits

The panel will review these and other highly relevant issues:

  • What strategies can limit (for the seller) or preserve (for the buyer) the fraud remedy's "Sword of Damocles"?
  • What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?

Faculty

Chu, Wilson
Wilson Chu

Partner
McDermott Will & Emery

Mr. Chu’s practice focuses on M&A, joint ventures, and other strategic transactions, as well as, related...  |  Read More

Hidalgo, P. Gregory
P. Gregory Hidalgo

Partner
Katten Muchin Rosenman

As a transactional and securities lawyer, Mr. Hidalgo counsels and provides innovative and client-centered...  |  Read More

Pearlman, Jessica
Jessica C. Pearlman

Partner
K&L Gates

Ms. Pearlman represents companies in various corporate, securities and finance matters, with an emphasis on...  |  Read More

Raju-Srinivas
Srinivas M. Raju

Director
Richards Layton & Finger

Mr. Raju focuses his practice on corporate advisory, corporate governance, transactional, and complex litigation...  |  Read More

Live Webinar

Buy Live Webinar
Includes Early Discount Savings of $50 (through 12/13/19)

Live Webinar

$297

Buy Live Webinar & Recording
Includes special savings of $300 (through 12/13/19)

Live Webinar & Download

$394

Live Webinar & DVD

$394 + $19.45 S&H

Other Formats
— Anytime, Anywhere

Includes Early Discount Savings of $50 (through 12/13/19)

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$297

Download

48 hours after event

$297

DVD

10 business days after event

$297 + $19.45 S&H