Private Company Acquisition Agreements: Drafting Reps and Warranties, Covenants, and Closing Conditions

Recording of a 90-minute premium CLE webinar with Q&A


Conducted on Tuesday, October 29, 2019

Recorded event now available

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Program Materials

This CLE webinar will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panel will offer their insights on how recent market trends are impacting the drafting of these critical deal terms.

Description

Representations and warranties, covenants, closing conditions, and indemnification provisions are among the most important in private company acquisition agreements. Buyers and sellers in private company acquisitions must strategically draft and negotiate these clauses to ensure their respective rights are protected before and after the deal closes.

Reps and warranties clauses require the target to disclose and explain specific issues and risks associated with the deal and allow buyers to exit the agreement under certain circumstances. Covenant provisions require or restrict particular conduct by the parties between the date the acquisition agreement is signed and the time the deal closes. Closing conditions outline steps the parties must complete before the transaction may close. Indemnification clauses allocate risk in the event of damages or losses.

Counsel structuring these essential provisions in private company acquisition agreements must understand the current trends in the market and where drafting and negotiation challenges are likely to arise.

Listen as our panel of M&A practitioners reviews the latest trends in deal terms for private company acquisitions. The group will discuss best practices for negotiating representations and warranties, covenants, closing conditions, and indemnification provisions.

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Outline

  1. Reps and warranties
  2. Covenants
  3. Closing conditions
  4. Indemnification provisions

Benefits

The panel will review these and other key issues:

  • What are the current trends for M&A practitioners negotiating private company acquisition agreements?
  • What are best practices for counsel on both sides of the deal when negotiating and structuring reps and warranties, covenants, closing conditions, and indemnification provisions?
  • What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
  • What are the most commonly disputed issues when negotiating these clauses, and what are some practical strategies for resolving them?

Faculty

Carlson, Jonathan
Jonathan D. Carlson

Atty
Clingen Callow & McLean

Mr. Carlson concentrates his practice representing and counseling businesses and entrepreneurs in the areas of mergers...  |  Read More

Clingen, Kenneth
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

Salerno, Phillip
Phillip J. Salerno, II

Partner
Clingen Callow & McLean

Mr. Salerno is a trusted advisor to individuals and privately held companies throughout a wide range of industries and...  |  Read More

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