BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or Defending Recovery

Identifying Trouble Spots That Risk Post-Closing Losses, Impede Recovery, or Undermine Defenses

$347.00

This course is $0 with these passes:

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Description

Post-closing claims for breaches of representations and warranties are common in the context of M&A transactions, and they can expose sellers to millions of dollars in unexpected liabilities. From a buyer's perspective, inadequate representations or obstacles to recovering for breaches of reps and warranties can chip away at the value of an acquisition--or eliminate it.

Attorneys who negotiate M&A deals or litigate disputes arising from breaches of reps and warranties can achieve better outcomes for their clients--whether buyers or sellers--by focusing on "trouble spots" where post-closing losses are likely to arise. Counsel should identify weaknesses in transaction documents that impede recovery or undermine a defense and develop workarounds to address these pitfalls.

Listen as our authoritative panel discusses situations that often lead to reps and warranties breach claims, opportunities and pitfalls when pursuing or defending against recovery for losses resulting from a breach, and the latest developments in the use of M&A reps and warranties insurance to supplement or replace other options for recovery.

Presented By

Jonathan A. Dhanawade
Partner
Mayer Brown LLP

Mr. Dhanawade is a trusted advisor to private equity firms, their portfolio companies, sovereign and sovereign-backed investors in the Middle East and North America, and other publicly and privately held companies. He concentrates his practice on structuring, negotiating and executing domestic and international mergers and acquisitions, divestitures, leveraged buyouts, going-private transactions, carve-out transactions, joint ventures, recapitalizations, corporate restructurings and equity investments (including preferred equity investments, PIPEs and growth equity investments). Mr. Dhanawade also provides strategic counsel on a range of general corporate matters, including corporate governance, executive compensation and incentive equity arrangements. He is an adjunct professor at Northwestern Pritzker School of Law.

Frank J. Favia Jr.
Partner
Mayer Brown LLP

Public companies and private equity firms turn to Mr. Favia for their most sensitive litigation matters. He brings a unique set of skills to his clients, having served as the executive vice president and general counsel of a private equity backed financial services company, during which time he led a legal department of over 200 lawyers and compliance professionals. Mr. Favia frequently advises public companies and private equity clients in significant M&A litigation and disputes. He has successfully handled dozens of M&A post-closing disputes related to working capital, earn-outs, purchase price adjustments, representations and warranties, indemnification, employment restrictive covenants, and alleged fraud. He has experience bringing claims under representation and warranty insurance policies. He is frequently retained by private equity clients to represent their portfolio companies in significant disputes and investigations. Mr. Favia has represented a diverse range of clients in other commercial litigation matters in arbitrations and in federal, state, appellate, and bankruptcy courts.

Jason G. Tolmaire
Senior Director
FTI Consulting

Mr. Tolmaire is a Senior Director at FTI Consulting in the Forensic and Litigation Consulting practice. He performs assessments of economic damages such as lost profits, excess costs and diminution in value for companies involved in disputes. Mr. Tolmaire’s work with merger and acquisition disputes has involved assisting buyers and sellers in disputes around working capital, earnouts, and damages resulting from breaches of representations and warranties in sale and purchase agreements. He has also presented on the topic of assessing damages in merger and acquisition disputes and has written an article on working capital disputes.

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


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, October 9, 2025

  • schedule

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

I. Common sources of M&A reps and warranties breach claims

II. Strategies for pursuing claims

III. Strategies for defending claims

IV. Leveraging M&A reps and warranties insurance

The panel will review these and other critical issues:

  • Which reps and warranties in the M&A agreement are most commonly subject to breach claims?
  • What are best practices for buyers pursuing breach of reps and warranties claims?
  • What are strategies for sellers for defending against claims for breach of reps and warranties?
  • How can M&A reps and warranties insurance help mitigate the risk of loss for buyers and sellers?