Representations and Warranties Clauses in Commercial Contracts: Avoiding Drafting and Negotiation Pitfalls
Best Practices for Minimizing Risk, Allocating Liability, and Enforcing Indemnity Clauses
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide business counsel in drafting and negotiating representations and warranties clauses in commercial contracts. The panel will discuss critical considerations when structuring reps and warranties provisions, potential challenges with enforcing indemnity clauses and other remedies following a reps and warranties breach, and strategies for avoiding common drafting and negotiation pitfalls.
- Drafting tips for reps and warranties clauses
- Enforcing indemnity and other remedies for breach of reps and warranties
The panel will address these and other key issues:
- How can counsel best mitigate and allocate risk when drafting and negotiating reps and warranties clauses in commercial contracts?
- What are the most commonly disputed issues when negotiating these clauses, and practical strategies for resolving them?
- What enforceability challenges do parties commonly face when seeking to make an indemnity claim following a breach of reps and warranties?
Susan J. Macaulay
Edwards Maxson Mago & Macaulay
Ms. Macaulay focuses her practice on commercial transactions and corporate matters, including banking and finance,... | Read More
Ms. Macaulay focuses her practice on commercial transactions and corporate matters, including banking and finance, mergers and acquisitions, leases, contracts, licenses and other business agreements, and corporate governance. She is the author of a number of books and articles addressing various topics involving transactional and finance law and has spoken at many conferences on both a local and a national level. Ms. Macaulay’s experience includes serving clients at Skadden Arps, and as a partner, group leader, and opinion committee chair of a large Chicago-based firm. She has also held in-house positions that include Associate General Counsel of Heller Financial Inc., General Counsel of ArcVentures Inc., and Vice President and Corporate Counsel of CVS/Caremark International Inc.Close
Shearman & Sterling
Mr. Samji is a Private Equity and Mergers & Acquisitions partner and co-leads the firm’s Energy Innovation... | Read More
Mr. Samji is a Private Equity and Mergers & Acquisitions partner and co-leads the firm’s Energy Innovation team. He represents companies and investors in M&A, joint ventures, and project development in cutting edge sectors of the energy industry including: hydrogen; carbon capture, use and sequestration (CCUS); energy storage; and green industry. Mr. Samji is a frequent speaker on the topic of low carbon energy and decarbonization.Close