M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or Defending Recovery

Post-closing claims for breaches of representations and warranties are common in the context of M&A transactions, and they can expose sellers to millions of dollars in unexpected liabilities. From a buyer’s perspective, inadequate representations or obstacles to recovering for breaches of reps and warranties can chip away at the value of an acquisition--or eliminate it.

In this session, we will examine the types of post-closing breach claims that arise most frequently in M&A transactions. Our lawyers will share practical tips to help buyers and sellers negotiate and draft more robust deal documents, and discuss litigation strategies that should prove useful to parties who find themselves entangled in reps and warranties breach disputes. We will also address the pros and cons of representation and warranty insurance, which can shift the risk of reps and warranties breaches to a third party.