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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Monday, January 22, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panelist will offer their insights on how recent market trends impact the drafting of these critical deal terms.

Faculty

Sarah McLean
Partner
Willkie Farr & Gallagher, LLP

Ms. McLean is a leading private equity lawyer with over 20 years of experience advising private equity funds and management teams on sophisticated and high-profile deals across the energy sector. Her practice focuses on private equity transactions, particularly portfolio company investments, acquisitions and divestitures of assets and companies, and joint ventures. Ms. McLean has been recognized as a leading dealmaker and influential woman in the energy sector. In 2023, she was recognized by The Deal as a “Top Women in Dealmaking” for Private Equity. She also serves on the Private Equity Editorial Advisory Board for Law360.

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Description

Representations and warranties, covenants, closing conditions, and indemnification provisions are critical in private company acquisition agreements. Buyers and sellers in private company acquisitions must strategically draft and negotiate these clauses to ensure their respective rights are protected before and after the deal closes.

Reps and warranties clauses require the target to disclose and explain specific issues and risks associated with the deal and allow buyers to exit the agreement under certain circumstances. Covenant provisions require or restrict conduct by the parties between the date the acquisition agreement is signed and the time the deal closes. Closing conditions outline steps the parties must complete before the transaction may close. Indemnification clauses allocate risk in the event of damages or losses.

Counsel structuring these essential provisions in private company acquisition agreements must understand the current trends in the market and where drafting and negotiation challenges are likely to arise.

Listen as Sarah McLean, Partner at Shearman & Sterling, reviews the latest trends in deal terms for private company acquisitions. The panel will discuss best practices for negotiating representations and warranties, covenants, closing conditions, and indemnification provisions.

Outline

  1. Reps and warranties
  2. Covenants
  3. Closing conditions
  4. Indemnification provisions

Benefits

The panelist will review these and other key issues:

  • What are the current trends for M&A practitioners negotiating private company acquisition agreements?
  • When negotiating and structuring reps and warranties, covenants, closing conditions, and indemnification provisions, what are best practices for counsel on both sides of the deal?
  • What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
  • What are the most commonly disputed issues when negotiating these clauses and what are practical strategies for resolving them?