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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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, October 26, 2017

Recorded event now available

or call 1-800-926-7926

This CLE course 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.


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.



  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


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?


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

Proskauer Rose

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

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