M&A: Seller’s representations and warranties

Factors to consider in drafting seller's reps and warranties
Linkedin Post

Some factors to consider when drafting seller’s representations and warranties for a M&A transaction in a sale and purchase agreement:

  • whether the target company is in a heavily regulated sector such as insurance and financial services
  • the value or consideration for the transaction
  • whether the seller has made any representations and warranties during negotiation or due diligence process which should be reduced in writing
  • whether there is any gap in the due diligence process or matters of concern to the purchaser which could be addressed by the seller providing the relevant representations and warranties
  • whether the purchaser is already involved in the running of the business of the target company
  • whether the purchaser is an existing shareholder

Besides adopting the standard template available to you, what are the other factors you may consider in drafting seller’s representations and warranties in a M&A transaction?

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This post was first posted on Linkedin on 8 January 2021.

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