Sandbagging Issues in M&A: Pro- and Anti-Sandbagging Provisions, Applying State Law
Interplay of Sandbagging With Reps and Warranties Insurance and Indemnity Provisions
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will examine sandbagging issues in M&A, including different approaches counsel can take in acquisition agreements, and how Delaware and New York courts have addressed sandbagging when deal documents are silent on the issue. The panel will also discuss sandbagging in the context of R&W insurance policies and any related indemnities in acquisition agreements.
Outline
- Sandbagging defined
- Strategies to address sandbagging in deal documents
- Pro-sandbagging provisions
- Anti-sandbagging provisions
- Silence
- Interpreting applicable state law: N.Y. and Deleware
- Interplay with reps and warranties insurance
Benefits
The panel will review these and other critical issues:
- What are the rationales for including pro-sandbagging or anti-sandbagging provisions in an acquisition agreement?
- How can sandbagging provisions be tailored for indemnity provisions and reps and warranty insurance?
- How do New York and Delaware state laws address sandbagging when an acquisition agreement is silent on the issue?
Faculty

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.
Closeto be announced.
Early Discount (through 04/14/23)
Cannot Attend May 10?
Early Discount (through 04/14/23)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.