Negotiating Indemnification Provisions in M&A Deals
Crafting Provisions to Allocate Transaction Risks
Recording of a 90-minute CLE webinar with Q&A
This seminar will discuss strategies for negotiating indemnification provisions in M&A deals to protect buyers and sellers and reduce post-closing disputes.
Outline
- Current developments—impact of buyer’s market on indemnification provisions
- Materiality scrapes
- Survival periods
- Baskets
- Caps
- Escrow
- Closing deals without credit
- Negotiating common indemnification provisions
- Consequential and incidental damages
- Fraud exclusion
- Purchase price adjustment and double-dipping
- Dispute resolution trends and pitfalls
- Evaluating and addressing creditworthiness of indemnitors
Benefits
The panel will review these and other key questions:
- What key clauses should buyers and sellers include when crafting and negotiating indemnification provisions?
- What are the most commonly disputed issues in M&A indemnity and what are some effective strategies for resolving them?
- How can the parties to a deal best evaluate and address the creditworthiness of indemnitors?
Faculty
Todd B. Pfister
Partner
Foley & Lardner
He has significant experience representing public and private entities in merger and acquisition transactions. He has... | Read More
He has significant experience representing public and private entities in merger and acquisition transactions. He has been involved in numerous public and private offerings of both debt and equity securities and regularly counsels publicly held companies regarding compliance matters under federal and state securities laws.
CloseKevin D. Kreb
Partner
PricewaterhouseCoopers
He consults with clients regarding the resolution of disputes arising from merger and acquisition transactions,... | Read More
He consults with clients regarding the resolution of disputes arising from merger and acquisition transactions, including purchase price disputes, earn-out disputes and breach of representation and warranty claims, through negotiation, arbitration and litigation. He has served in the capacity of expert witness and sole arbitrator/neutral accountant on numerous occasions.
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Jeff J. Litvak
Senior Managing Director—Forensic Litigation
FTI Consulting
Mr. Litvak specializes in accounting and valuation matters, assessment of economic damages, analysis of lost... | Read More
Mr. Litvak specializes in accounting and valuation matters, assessment of economic damages, analysis of lost profits, and merger and acquisition damages. He has provided expert opinions on matters involving post-acquisition disputes (including the Valassis v. ADVO case), breach of contract, damages, employee termination, lender liability, healthcare fraud and abuse, antitrust and lost profits.
CloseCatherine B. Nelson
Senior Counsel
Foley & Lardner
She focuses her practice on mergers and acquisitions, private equity, corporate finance and general corporate... | Read More
She focuses her practice on mergers and acquisitions, private equity, corporate finance and general corporate counseling. She has represented start-ups and mature companies in mergers and acquisitions, private offerings, venture capital and various other financing transactions, as well as general business law representation such as contract review and negotiation.
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