About the Course
Introduction
This CLE webinar will provide new lawyers with an overview of representations and warranties in M&A transactions from the perspective of both buyers and sellers. The panel will offer insights on how market trends impact drafting these critical deal terms and situations where it is appropriate to use reps and warranties insurance (RWI) to mitigate risks and close the deal when the parties reach an impasse.
Description
Representations and warranties are a critical component of an acquisition agreement and are heavily negotiated by both buyers and sellers because they allocate risk between the parties and provide a basis for post-closing indemnification obligations. Thus, buyers and sellers must strategically draft and negotiate these clauses to ensure their respective rights are protected before and after the deal closes.
Reps and warranties clauses cover a wide range of topics. These terms generally require the target to disclose and explain specific issues and risks associated with the deal and allow buyers to exit the agreement under certain circumstances. Sellers will require reps and warranties from the buyer to ensure the buyer has the ability to finance the deal and fulfill the obligations set forth in the acquisition agreement.
RWI has become a mainstay in M&A transactions. For buyers and sellers, insurance is an alternative form of protection in structuring transactions and can be used to streamline negotiations between buyers and sellers. Sellers use reps and warranties insurance to minimize exposure to post-closing indemnification liabilities, and buyers use it strategically in a competitive process. Both parties can use insurance to resolve issues when negotiations reach an impasse.
Listen as our authoritative panel explains the role reps and warranties play in allocating risks in M&A deals and how RWI can reduce friction on both sides of a transaction. The panel will also provide best practices for negotiating and drafting reps and warranties from the perspective of both buyer and seller.
Presented By
Ms. Pear specializes in corporate transactions, focusing on securities regulation, corporate governance, and mergers and acquisitions. She has an extensive history of representing 1934 Act reporting companies with respect to their public reporting obligations, as well as their acquisition activities and governance practices. In addition to many years in private practice, Ms. Pear spent several years as in-house counsel at a NYSE-listed publicly-traded natural gas utility where she gained valuable insight into internal corporate workings, as well risk-based and business-oriented decision-making. She also regularly represents clients in Regulation A offerings, private placements, and other corporate transactions.
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This 60-minute webinar is eligible in most states for 1.0 CLE credits.
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Date + Time
- event
Wednesday, February 18, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Understanding the purpose of reps and warranties in M&A deals: allocating risks
II. Seller's vs. buyer's reps and warranties
III. Negotiating reps and warranties
IV. Drafting strategies
V. Determining when RWI is appropriate for a deal
VI. Recent market trends impacting reps and warranties
VII. Practitioner pointers and key takeaways
The panel will review these and other key issues:
- What are reps and warranties, and how are they used to allocate risk between deal parties in an M&A transaction?
- When negotiating and structuring reps and warranties what are best practices for counsel on both sides of the deal?
- What are the most commonly disputed issues when negotiating reps and warranties clauses, and what are practical strategies for resolving them?
- How can reps and warranties insurance be used to mitigate deal risks and complete transactions?
