Private Company Acquisition Agreements: Drafting Reps and Warranties, Covenants, and Closing Conditions
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course 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 impact the drafting of these critical deal terms.
- Reps and warranties
- Closing conditions
- Indemnification provisions
The panel will review these and other key issues:
- What are the current trends for M&A practitioners negotiating private company acquisition agreements?
- When negotiating and structuring reps and warranties, covenants, closing conditions, and indemnification provisions, what are best practices for counsel on both sides of the deal?
- 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 practical strategies for resolving them?
Jacqueline A. Brooks
Saul Ewing Arnstein & Lehr
Ms. Brooks concentrates her practice in general business and commercial law. She counsels clients in mergers and... | Read More
Ms. Brooks concentrates her practice in general business and commercial law. She counsels clients in mergers and acquisitions, purchases and sales of businesses, commercial finance, private offerings of debt and equity securities, and life science transactions, and shareholder derivative matters, including shareholder demand responses and special committee issues. Ms. Brooks has experience representing public companies, privately owned and managed companies, nonprofit organizations and start-up companies and provides general counsel to these organizations regarding corporate matters. Prior to joining Saul Ewing Arnstein & Lehr, she participated in Washington University School of Law's D.C. Clinic, through which she was an intern to the United States House Judiciary Committee. In this capacity, she drafted legal memoranda to assist Congressman John Conyers, Jr. and the Congressman's legislative assistants at Judiciary Committee hearings and briefings.Close
Shearman & Sterling
Ms. McLean is a partner in the firm’s Mergers & Acquisitions Practice. Her practice focuses on private equity... | Read More
Ms. McLean is a partner in the firm’s Mergers & Acquisitions Practice. Her practice focuses on private equity transactions, particularly portfolio company investments, acquisitions and divestitures of upstream and midstream oil and gas assets and companies, and midstream joint ventures.Close