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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, September 30, 2025

  • schedule Time

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

  • timer Program Length

    90 minutes

Credit Information

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

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will examine the types of post-closing breach claims that arise most frequently in M&A transactions. The panel will share practical tips to help buyers and sellers negotiate and draft more robust deal documents and discuss litigation strategies that should prove useful to parties who find themselves entangled in reps and warranties breach disputes. The panel will also address the pros and cons of representation and warranty insurance, which can shift the risk of reps and warranties breaches to a third party.

Faculty

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.

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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.

Outline

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

Benefits

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?