Private Company Acquisitions: Negotiating and Navigating the Fraud Exception
Key Considerations for Drafting a Fraud Exception to an M&A Contractual Indemnification Provision
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the game-changing role the fraud exception could play in private target M&A agreements, focusing on contouring limitations on indemnification and other remedies based on fraud claims.
Outline
- What is a fraud exception, and who cares?
- Recent case law impacting fraud remedies in M&A
- Practical negotiation strategies
Benefits
The panel will review these and other highly relevant issues:
- What strategies can limit (for the seller) or preserve (for the buyer) the fraud remedy's "Sword of Damocles"?
- What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
Faculty
Edward A. Deibert
Partner, Co-Head of M&A Practice
Arnold & Porter
Mr. Deibert has broad experience representing companies, private equity firms, venture capital funds, investment banks... | Read More
Mr. Deibert has broad experience representing companies, private equity firms, venture capital funds, investment banks and individuals in a variety of transactions and matters. He represents clients in a number of industries, including the financial services, semiconductor, technology, consumer products, and hospitality industries. Mr. Deibert's practice focuses on mergers and acquisitions, and he has been involved in numerous transactions buying and selling privately held and publicly traded businesses. His experience also includes representing companies, investors and investment banks in venture capital financings, securities offerings and other financing transactions.
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Sarah McLean
Partner
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.
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Lisa R. Stark
Partner
K&L Gates
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial... | Read More
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial public offerings, proxy contests, and hostile takeovers. She also has experience advising private and public companies and their boards of directors on corporate governance matters.
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