Mergers & Acquisitions practice relies heavily on the use of forms and precedent. They are the very foundation of what we do. Absent an eidetic memory, even the most accomplished M&A attorneys need precedent consents, agreements, certificates, checklists, filings and other documents to consummate a transaction, and the quality of the forms used directly impacts […]
Tag Archives: Representations & Warranties
Intro to M&A Representations and Warranties
The primary transaction agreement in every M&A deal contains representations and warranties, colloquially referred to as “reps and warranties” or simply “reps,” from each party to the other. These are statements of past, present and sometimes future fact relating to the status, business, assets, liabilities, properties, condition, operating results, operations and prospects of the party making […]
I’m buying a company. How do I know exactly what I’m getting?
Unfortunately, an acquisition is like a box of chocolates: you never know what you’re gonna get. Even if it’s an asset purchase, rather than a merger or stock sale, when you’re buying a company, there’s risk that you’ll be assuming unknown liabilities. For example, unbeknownst to you, a seller may be insolvent, and the transfer of assets to you […]