Representations, Warranties, Indemnification & Termination Provisions
Drafting and negotiating to allocate risk in business transactions
- Product Number: 2160273P01
CLE Credits, earn up to:
3 substantive credits, 0 ethics credits CLE Credit Note
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This fast-paced, highly focused program illustrates the differing ways that representations, warranties, indemnification, and termination provisions are used in numerous business arrangements. Representations and warranties provide the foundation for parties agreeing to enter into a business transaction—whether it is an investment, sale of a business, or other complex business arrangement, such as a license, or consulting or marketing agreement. As representations and warranties typically provide an avenue for legal recourse, counsel must negotiate both the scope of the representations and warranties, and the allocation of risk and other consequences if breached.
The expert panelists focus on how representations and warranties are drafted for different business scenarios, strategies for preparing disclosure schedules, industry norms for allocating risk, and the impact of termination provisions. The faculty cut straight to the pertinent issues, such as the:
- Appropriate scope of “typical” representations, and some of the unique challenges associated with representations involving intellectual property and use of open source software, privacy regulations, tax, and other regulatory matters;
- Use in merger and acquisition arrangements of “baskets” and “caps” on liabilities, escrow and deferred payment structures, and other tools to protect a party when the other side breaches its representations and warranties;
- Use of indemnification tools—including how to address third-party claims, and how indemnification terms often differ between “fundamental,” “special,” and other representations;
- Ways in which parties can elect to terminate an agreement—and the ramifications of termination; and
- Recent Delaware court decisions and changes in Delaware laws affecting investment arrangements, mergers and acquisitions, and termination provisions.
Bring your questions and join the dialogue!
Agenda & Materials
2:00 - 2:05 p.m.
2:05 - 2:45 p.m.
2:45 - 3:25 p.m.
3:25 - 3:35 p.m.
Networking and Refreshment Break
3:35 - 4:15 p.m.
4:15 - 4:35 p.m.
4:35 - 4:50 p.m.
Future Challenges and Closing ThoughtsPanel
4:50 - 5:00 p.m.
"Ask the Experts" Q&A Session
MCLE webcasts are delivered completely online, underscoring their convenience and appeal. There are no published print materials. All written materials are available electronically only. They are posted 24 hours prior to the program and can be accessed, downloaded, or printed from your computer.