Be Prepared—Why Representations & Warranties, Due Diligence, and Disclosure Schedules Matter

In this session, our panelists explained the purposes and nuances of common representations and warranties included in a typical acquisition agreement. The panel also discussed recent trends in the treatment of those representations, including with respect to bring-down standards, materiality scrapes, sandbagging, and which representations are typically treated as fundamental.

Takeaways

• Designate clear leads on internal and external teams, and set up systems to organize production and tracking of diligence materials.
• Consider whether there are any issues arising from due diligence that need to be included or excluded in the representations and warranties.
• Representations and warranties: Consider allocation of risk; know your qualifiers. 
• Robust, thoughtful disclosure schedules and early preparation are key.

For more information on this topic, please contact our participants.