Private Company Acquisition Agreements: Drafting Reps, Warranties, Covenants and Closing Conditions
Leveraging Current Market Trends in Deal Terms When Negotiating Key Contract Provisions
Recording of a 90-minute CLE webinar with Q&A
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.
- 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?
- What are the 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 effective strategies for resolving them?
Kenneth W. Clingen
Clingen Callow & McLean
Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately... | Read More
Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately owned businesses across a variety of industries and also represents high net worth individuals and family offices. He counsels clients in starting new business ventures, operating their ongoing business enterprises and preparing business succession plans for business owners.Close
Mr. Price's practice focuses on business law, including international and national transactions including... | Read More
Mr. Price's practice focuses on business law, including international and national transactions including business organization, structuring and sale, and document drafting and review. He taught courses in business law and high tech entrepreneurship (including both private equity and venture capital), and authored numerour publications, including Limited Liability Organizations, which covers all forms of business entities in all 50 states and many foreign countries, and Illinois Law Office Practice Forms, which provides forms for use in business. He also contributes chapters on limited liability companies and S corporations to annual volumes from the Illinois Institute on Continuing Legal Education.Close
Akin Gump Strauss Hauer & Feld
Mr. Wood has significant experience in representing companies and private equity firms on transactional matters and... | Read More
Mr. Wood has significant experience in representing companies and private equity firms on transactional matters and other complex business transactions, including mergers, acquisitions, venture capital/private equity investments, divestitures of subsidiaries and business segments, distressed M&A transactions, reorganizations, and other strategic transactions across a broad range of industries. He is a member of the working group that compiles the widely- recognized Deal Points Study.Close