Category: Use of Knowledge Qualifies for Representations and Warranties
10b-5 and Full Disclosure Representations
Published by Bloomberg LawMarket Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Inclusion of either 10b-5 or “full disclosure” representations in merger and acquisition purchase agreements is becoming less common, declining from a peak of 67% in the 2009...
Use of Knowledge Qualifiers for Representations and Warranties
Published by Bloomberg LawMarket Trends: What You Need to Know As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: “Knowledge” is now almost always defined in private company transaction agreements. For example, in the 2019 study only 1% of the reported deals left knowledge undefined. The...
Trends in M&A Transactions: Use of Knowledge Qualifiers for Representations and Warranties
In merger and acquisition ("M&A") transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company. [ii] The scope and detail of these representations and warranties are often heavily negotiated and tailored to reflect both the nature of the target and...