Risk Allocation in Healthcare Mergers and Acquisitions

Negotiating Indemnification Provisions, Reps and Warranties, Caps and Baskets

Recording of a 90-minute CLE webinar with Q&A


Conducted on Thursday, October 26, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to healthcare counsel when drafting and negotiating representations, warranties, and indemnification clauses in healthcare mergers and acquisitions. The panel will discuss best practices, potential challenges and strategies for allocating risk.

Description

Healthcare merger and acquisition deals continue to be strong in 2017. Healthcare counsel on both sides of a deal must identify the potential indemnification and liability issues that may arise and plan accordingly.

Counsel can address indemnification in representations and warranties, baskets, caps, and escrow provisions. For example, counsel can craft indemnification provisions with caps on recovery amounts, as well as limits on reps and warranties survival periods, and tailor an indemnification structure to the risks of the particular deal.

Indemnification provisions allow the parties to contractually shift risk and reduce liability exposure. Effective indemnification clauses clearly outline risks that are indemnified, exclusions from indemnity, and procedures for making an indemnification claim. Differing state laws may affect certain aspects of these provisions.

Listen as our authoritative panel of healthcare attorneys discusses best practices for drafting and negotiating representations, warranties, and indemnities in healthcare M&As. The panel will discuss the use of caps and baskets and provide strategies for avoiding common negotiation and enforcement pitfalls and resolving contract disputes.

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Outline

  1. Reps and warranties in healthcare M&As
  2. Indemnities in healthcare M&As
  3. Use of caps and baskets
  4. Strategies for avoiding pitfalls and resolving contract disputes

Benefits

The panel will review these and other key issues:

  • What are commonly negotiated warranty and indemnification provisions in healthcare M&As?
  • What issues are often disputed when negotiating these provisions? What are effective strategies for resolving them?
  • What approaches should counsel use to protect a client’s interests when negotiating an indemnification provision?

Faculty

Barkan, Lee
Lee A. Barkan

Senior Counsel
Proskauer Rose

Mr. Barkan’s practice focuses on corporate counseling a wide range of healthcare industry clients, including...  |  Read More

Zall, Richard
Richard J. Zall

Partner
Proskauer Rose

Mr. Zall advises healthcare companies, investors and lenders in their most challenging transactions, including...  |  Read More

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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:

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