Understand the differing ways that indemnification terms are critically important in allocating risks in mergers and other business sale transactions. Representations and warranties provide the foundation for parties agreeing to enter a business sale transaction. Indemnification provisions provide the allocation of risk and framework for resolution when those representations and warranties are determined to be untrue and covenants the parties made are breached.
Explore how indemnification provisions are drafted for different business scenarios, including properly allocating risk and addressing unique regulatory requirements and other sources of liability beyond a breach of a representation and warranty. Learn about fundamental, special, and general representations; caps on liability, baskets, and buckets; the types of damages recoverable; how to address third party claims; time limitations to bring claims; use of a stockholders’ representative; methods of dispute resolution; and resources available for lawyers drafting indemnification provisions.
Explore how indemnification provisions are drafted for different business scenarios, including properly allocating risk and addressing unique regulatory requirements and other sources of liability beyond a breach of a representation and warranty. Learn about fundamental, special, and general representations; caps on liability, baskets, and buckets; the types of damages recoverable; how to address third party claims; time limitations to bring claims; use of a stockholders’ representative; methods of dispute resolution; and resources available for lawyers drafting indemnification provisions.
Course Content
12:00 - 12:03 pmWelcome and Introduction
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:03 - 12:09 pm
Reps and Warranties Overview and Trends/Deal Studies
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:09 - 12:15 pm
Types of Reps and Warranties
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:15 - 12:19 pm
Dangerous Language in Reps and Warranties
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:19 - 12:21 pm
Disclosure Schedules
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:21 - 12:23 pm
Covenants
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:23 - 12:27 pm
Indemnification Strategies, Third Party Claims, and Dispute Resolution
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:27 - 12:31 pm
Reps and Warranties Insurance
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:37 - 12:41 pm
Escrow Provisions
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:41 - 12:49 pm
Claim Studies and Shareholder Representative Services
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
12:49 - 12:55 pm
Closing Thoughts and Resources
Neil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
Please Note
This webcast is 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.
Speakers
FacultyNeil H. Aronson, Esq.,
Gennari Aronson LLP, Needham
Amanda Jackson,
SRS Acquiom, Boston
