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

As the head of Mayer Brown's Private Capital Solutions practice, Mr. Dhanawade advises the world's most sophisticated investors and dealmakers on complex capital deployment and capital-raising strategies across all market cycles. Leading private equity sponsors and their portfolio companies, private credit funds, sovereign and sovereign-backed investors, family offices, and other institutional investors regularly rely on his advice to develop creative solutions that align legal strategy with business objectives. Mr. Dhanawade has extensive experience across a broad range of sectors, including technology and software, business and financial services, mortgage, chemicals, real estate, healthcare and pharmaceuticals, manufacturing, media and entertainment, aviation, aerospace and defense, and education.

Mr. Favia is an accomplished trial lawyer who represents public companies, private equity firms, including their portfolio companies and private credit firms in their most sensitive litigation matters, with a particular focus on M&A disputes and other complex commercial litigation. He frequently represents clients in pre and post-closing M&A disputes, delivering favorable outcomes that preserve deal value. These include disputes involving alleged breaches of fiduciary duties, shareholder rights, MAE/MAC clauses, working capital, earn-outs, purchase price adjustments, representations and warranties, indemnification, and alleged fraud. Mr. Favia is a recognized thought leader in M&A litigation, with frequent publications in the Harvard Law School Forum on Corporate Governance, The American Lawyer, The Review of Securities & Commodities Regulation, and other leading outlets.

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.