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

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


Wednesday, April 25, 2018 (in 2 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

(Alert: Event date has changed from 4/5/2018!)

or call 1-800-926-7926
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 give buyers an opportunity 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 panel will discuss best practices for negotiating representations and warranties, covenants, closing conditions, and indemnification provisions.

READ MORE

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 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 practical strategies for resolving them?

Faculty

Price, William
William Price

Growth Law

Mr. Price's practice focuses on business law, including international and national transactions including...  |  Read More

Wood, Iain
Iain Wood

Partner
Akin Gump Strauss Hauer & Feld

Mr. Wood has significant experience in representing companies and private equity firms on transactional matters and...  |  Read More

Live Webinar

Buy Live Webinar

Live Webinar

$297

Buy Live Webinar & Recording
A savings of $200

Live Webinar & Download

$394

Live Webinar & DVD

$394 + $9.45 S&H

Other Formats
— Anytime, Anywhere

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 + $9.45 S&H