Warranties & Indemnities in M&A

This course is specially designed to provide participants with a thorough understanding of and practical skills on using and drafting warranties, indemnities and disclosures. How this course will help you You will learn the reasons for giving warranties by examining up-to-date cases on warranties, indemnities and entire agreement clauses. You will understand: The effect of misrepresentations and remedies The legal effect of disclosure letters The critical and key area of representations and warranties through examination of the latest cases How to draft warranties and when to write and how to draft a disclosure letter How to recover damages
Day 1 Registration commences at 8:30 Warranties, guarantees and indemnities – Definitions – Compare and contrast – Distinguishing guarantees and indemnities – Does a guarantee vary the agreement? – Recent cases Workshop: considering sample guarantees Due diligence – Warranties and due diligence – Why conduct due diligence? – Legal protections – Questions and investigations – Drafting the questionnaire – Data room Guarantees – Background – Assignment – Form – Scope – Parent company guarantee Indemnities – Effect – Benefits of obtaining an indemnity – Indemnities and exemption clauses – Insurance – Consumers Workshop: drafting an indemnity Participants will be divided into groups to draft an indemnity based on a given scenario and share with others and be given feedback Warranties (1) – What is it meant to do? – Extent – Type – Limitations – What does it cover? Day 2 Warranties (2) – Modification by disclosure letter – Damages for breach – Exclusion clause – Benefit of warranted matters – third parties – Timing – avoiding liability? Workshop: warranties Participants will be divided into groups to draft warranties and indemnity based on a given scenario and share with others and be given feedback Entire agreement clauses – impact on warranties – Common elements – Sample clause – Recent cases Entire agreement clauses workshop Participants will be divided into groups to draft an entire agreement clause based on a given scenario and share with others and be given feedback Warranties and misrepresentation – Fraudalent misrepresentation – Effect of misrepresentation on transaction – Remedies – Actionable misrepresentation – Damages – Statements by professional advisers – Recent cases