Understanding Reps, Warranties & Deal Risk

A strong purchase price does not mean much if the agreement leaves one party exposed to unexpected liability after closing. In this episode of Transaction Talk, hosts Jennifer Fox and Eric Sigman break down representations, warranties, and indemnification provisions in mergers and acquisitions. Eric explains the difference between representations and warranties, what they cover, and the associated provisions. They discuss why these provisions remain important after a transaction closes, how buyers can seek compensation when a warranty is breached, and how escrow funds, seller notes, and survival periods provide financial protection. They also explore common claims involving inaccurate financials, how sellers can reduce their exposure, representations and warranties insurance, the different risks involved in asset and stock sales, and why due diligence cannot uncover every possible problem. Tune in to learn how buyers and sellers can negotiate a fair allocation of risk and protect themselves throughout the transaction process.

Key Points From This Episode:

• Discover what representations and warranties mean in an M&A agreement.
• Learn why risk can continue after closing a deal and how to mitigate it.
• Explore how escrow funds protect buyers and how survival periods can limit claims.
• Understand how long buyers can bring claims after closing.
• Hear about the most common causes of financial losses after closing.
• Uncover why precise drafting matters for financial and asset-related claims.
• Find out when representations and warranties insurance may be worthwhile.
• Unpack how disclosure schedules protect sellers from known liabilities.
• Compare how asset and stock sales differ in their exposure to liability.
• Advice on how sellers can limit indemnification risk through caps and baskets.

Tip of the Day: Buyers should protect their recourse, while sellers should limit their exposure.

Links Mentioned in Today's Episode:

Ruberto, Israel & Weiner
Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

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