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Representations and Warranties

Learn about the assertions and promises made by one party to the other in the definitive agreement.

Transcript

One of the longest and most important sections in any definitive M&A agreement is the parties’ representations and warranties.

Representations and warranties, commonly called reps and warranties, are statements of fact and promises made by one party to the other. Although both parties typically make reps and warranties, those from the target company are significantly more important, as the target’s condition is critical to the success of the transaction.

The two main functions of reps and...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
  • M&A Laws
  • Key Players
  • The Decision to Do the Deal
3. M&A Transaction Structures
  • Statutory Mergers
  • Equity Sales
  • Asset Sales
  • M&A: Tender Offers
  • Tender Offer Rules and Regulations
  • Proxy Contests
4. The M&A Deal Process
  • Valuation
  • First-Step Agreements
  • Due Diligence
  • Getting the Shareholder Vote
  • The Appraisal Remedy
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company