Description
In many private M&A transactions, buyers tend to rely on an indemnity from sellers to compensate them for losses arising from the sellers' breach of the representations and warranties contained in the purchase agreement. Many times, sellers insist that this indemnity is the sole remedy available to buyers, and it has become commonplace for buyers to purchase representations and warranties insurance policies. However, buyers and their counsel often negotiate additional protections beyond this indemnity.
These buyer protection provisions include purchase price adjustments, contingent consideration, deferred consideration, past-due accounts receivable repurchase obligations, excluding certain liabilities in asset transactions, setoff rights, specific performance, and fraud claims. Counsel should stay on top of the latest thinking when it comes to these buyer protection provisions.
Listen as our panel of experienced M&A attorneys discusses strategies used by buyers to shift certain liabilities to sellers and minimize risk in private M&A transactions.
Presented By
Ms. Evans is an Senior Associate in the Atlanta office of King & Spalding and is a member of the Corporate, Finance and Investments Practice Group. Her practice focuses on mergers and acquisitions, joint ventures, strategic corporate transactions, and general corporate and governance matters. Ms. Evans has worked with public and private companies, private equity funds, venture capital investors and strategic corporate investors and acquirers across a range of sectors, including consumer services, business services, healthcare, industrials, technology and hospitality. She represents clients in a variety of transactions, including mergers, stock and asset acquisitions, join ventures, divestitures and strategic investments.
Ms. Malik's corporate transactional practice focuses on mergers and acquisitions, capital raising activities, private equity investments and general corporate and corporate governance matters. She has worked with public and private companies, venture capital investors, private equity investors, and strategic corporate investors and acquirers across a range of sectors, including technology, hospitality, product merchandise and education. Ms. Malik represents public and private companies and private equity funds in a variety of M&A transactions, including mergers, stock and asset transactions and joint ventures, and corporate matters domestically and globally.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Wednesday, September 11, 2024
- schedule
1:00 p.m. ET./10:00 a.m. PT
- Why buyers should not rely solely on an indemnity from sellers, plus other considerations with respect to representations and warranties insurance policies
- Buyer protection provisions beyond an indemnity from sellers
- Purchase price adjustments
- Earnouts and other contingent consideration
- Escrows, holdbacks, and other security
- Specific provisions for accounts receivable
- Specific provisions for asset deals, including excluded liabilities and wrong-pockets provision
- Setoff rights
- Specific performance and claims for fraud
The panel will review these and other key issues:
- What buyers should keep in mind when negotiating purchase price adjustments to get the value they bargained for
- How buyers can leverage contingent consideration to protect themselves against risks related to the future performance of a target company
- When buyers should consider using escrows and holdbacks and ways buyers can minimize uncertainty regarding the collectability of past-due accounts receivable
Related Courses
Demurrage and Detention Practices and Disputes: Recent Developments in Regulation and Litigation
Monday, October 27, 2025
1:00 p.m. ET./10:00 a.m. PT
Private Equity M&A Key Deal Terms in a Changing Market
Friday, January 16, 2026
1:00 p.m. ET./10:00 a.m. PT