Pursuing or Defending Against M&A Post-Closing Indemnification Claims: Guidance for Deal Counsel

October 27, 2016

Litigation associate Elisa McEnroe will be speaking at a Stafford live webinar that will focus on evaluating claims, navigating the process, and leveraging claim and damages limitations.

Post-closing indemnification claims are common in M&A transactions involving acquisitions of privately held companies. For buyers, they can be a crucial way to recoup value lost due to seller misrepresentations concerning the acquired business. For sellers, they can result in exposure to millions of dollars in liabilities after the acquisition has closed. When a buyer becomes aware of a seller's alleged breach of the purchase agreement's representations, warranties or covenants, the buyer may have the right to pursue an indemnification claim against the seller for the indemnifiable losses it has suffered, on the terms and conditions contained in the purchase agreement.

Our panel will provide guidance to deal counsel pursuing or defending against post-closing indemnification claims alleging breaches of representations, warranties and covenants contained in purchase agreements for M&A transactions, whether relating to issues identified by the buyer or as a result of third-party claims. The panel will discuss practical tips for evaluating how to formulate an indemnification claim, the process for pursuing and defending claims, and procedural and substantive strategies for buyers and sellers embroiled in indemnification disputes.