M&A Indemnification Deal Terms: 2017 Survey Results

Indemnification clauses are often the most important risk allocation provisions in private company M&A transactions. Nixon Peabody’s recent survey of M&A indemnification deal terms in 100 publicly filed private target company acquisition agreements provides key insights into what is market when it comes to negotiating these critical provisions.

Key data points analyzed in the survey include survival periods, carve outs to the general survival period, materiality scrapes, indemnity baskets and caps, exclusions from indemnifiable damages, fundamental reps and warranties, net of insurance clauses, and sandbagging clauses.

Listen as attorney John C. Partigan of Nixon Peabody provides guidance to deal counsel for negotiating and drafting indemnification provisions in M&A deals based on the results of the firm’s recent survey of 100 private target company acquisition agreements publicly filed between June 1, 2016 and Aug. 16, 2017.

1. Survival periods
2. Carve outs to the general survival period
3. Materiality scrapes
4. Indemnity baskets and caps
5. Exclusions from indemnifiable damages
6. Fundamental reps and warranties
7. Net of insurance clauses
8. Sandbagging clauses

The presenter will review these and other key issues:

• Key findings of Nixon Peabody’s 2017 survey of key M&A indemnification deal terms
• Implications of key findings for drafting and negotiating indemnification provisions