About the Course
Introduction
This CLE course will guide M&A counsel in negotiating and drafting indemnification provisions in merger documents, asset purchase agreements, and stock purchase agreements. The panel will discuss best practices for addressing challenges that may arise with indemnification claims, explain the various theories of measuring damages for breach, and examine how insurance products interact with indemnification provisions.
Description
Indemnification provisions are standard clauses in M&A contracts that help parties minimize financial loss if a deal goes south. Counsel negotiating indemnification terms must consider time, subject matter, dollar limitations, escrowed funds, setoff rights, and indemnification payment. The risks of boilerplate provisions far offset the convenience.
Indemnity clauses are challenging to negotiate. The seller usually seeks to limit its indemnification liability while the buyer wants as much indemnification protection as possible.
Deal counsel must ensure that the indemnity provisions clearly describe the appropriate coverages and limitations and are properly coordinated with other agreement provisions. Deal counsel must also make sure that the indemnity provisions are enforceable against the seller's stockholders.
Counsel should also consider how damages will be determined in the event of a breach. Further, deal attorneys should evaluate and advise their clients on the benefits but also the shortfalls with respect to purchasing insurance products to supplement or replace indemnity provisions.
Listen as our authoritative panel explains current trends in negotiating indemnification provisions in M&A contracts. The panel will discuss strategies for limiting or expanding indemnification liability and enforcing indemnity clauses, including determining damages. The panel will also explain how insurance products are being used to cover indemnities.
Presented By
Ms. Belton represents strategic and private equity buyers and sellers of public and private companies across a variety of industries, including technology, insurance brokerage, healthcare, medical devices and defense. This breadth of experience allows her to offer innovative and flexible solutions in complex transactions. Understanding there is no “one size fits all” approach to transactions, she takes the time to understand her clients’ concerns and drivers and deliver practical, cost-efficient solutions. In addition to her M&A experience, Ms. Belton is experienced in securities matters, including initial and secondary public offerings and compliance with SEC, NASDAQ, and NYSE reporting requirements. She also advises publicly held and private companies on a wide variety of corporate governance and day-to-day corporate as well as transactional matters.
Mr. Greenberg concentrates in U.S. and cross-border mergers and acquisitions of public and private companies, representation of financial sponsors, and securities transactions. He also advises publicly held and private companies on a wide variety of corporate governance and day-to-day corporate as well as transactional matters. He is a former Chair of the Committee on Mergers & Acquisitions of the ABA Section of Business Law. Mr. Greenberg is a frequent lecturer on M&A topics, and has spoken at programs sponsored by the ABA, the Association of the Bar of the City of New York, the Association of Corporate Counsel, the Center for International Legal Studies, Columbia Law School, Cornell Law School, Harvard Law School, the Inter-Pacific Bar Association, International Financial Law Review, Penn State Dickinson School of Law, Stanford Law School, and UCLA School of Law, among others. He co-chairs the ABA’s annual National M&A Institute.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, April 15, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Negotiating indemnification provisions
A. Types of damages covered
B. Caps, baskets, and other limitations
C. Fraud exclusion
D. Purchase price adjustment and double-dipping
E. Defense of third-party claims
F. Enforceability of indemnification obligations against non-signatories
G. Evaluating and addressing creditworthiness of indemnitors
II. Determining types of damages recoverable under indemnification provisions in the event of a breach
III. The use of insurance products to cover indemnities
The panel will review these and other key issues:
- What are the current trends in drafting and negotiating contractual indemnity provisions?
- What are the most commonly disputed issues in M&A indemnity, and what are some practical strategies for resolving them?
- How can counsel for buyers expand indemnification protection and counsel for sellers limit indemnification liability when drafting and negotiating indemnity clauses?
- How are damages for a breach measured under indemnification provisions?
- How do insurance products impact indemnification provisions?
Related Courses
Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations, Terms to Minimize Financial Risks
Wednesday, April 15, 2026
1:00 PM ET/10:00 AM PT
