Euromoney Legal Training

Course Overview
 
'Warranties, Indemnities and Disclosure in M&A' is specially designed to provide participants with a thorough understanding of and practical skills on using and drafting warranties, indemnities and disclosures.

Summary of course content

• The differences between warranties, guarantees and indemnities
• Consideration and analysis of sample documents
• Pre-contract documents
• The law and practice in different countries
• The effect of third parties making mis-statements
• The functions of warranties, representations and entire agreement clauses
• Drafting contractual warranties and their effect
• Key drafting issues from the perspective of the seller and buyer
• How to make the best use of due diligence

Methodology

You will learn the reasons for giving warranties by examining up-to-date cases on warranties, indemnities and entire agreement clauses. You will understand:

• The effect of misrepresentations and remedies
• The legal effect of disclosure letters
• The critical and key area of representations and warranties through examination of the latest cases
• How to draft warranties and when to write and how to draft a disclosure letter
• How to recover damages

Who should attend this training course?

• In-house counsel
• Legal advisors and lawyers
• Compliance officers
• Contracts/documentation drafting professionals
• Risk managers
• Corporate financiers
• Regulators

 

 

 

Supporting publication

Day 1

Warranties, guarantees and indemnities

• Definitions
• Compare and contrast
• Distinguishing guarantees and indemnities
• Does a guarantee vary the agreement?
• Recent cases

Workshop: considering sample guarantees

Due diligence

• Warranties and due diligence
• Why conduct due diligence?
• Legal protections
• Questions and investigations
• Drafting the questionnaire
• Data room

Guarantees

• Background
• Assignment
• Form
• Scope
• Parent company guarantee

Indemnities

• Effect
• Benefits of obtaining an indemnity
• Indemnities and exemption clauses
• Insurance
• Consumers

Workshop: drafting an indemnity Participants will be divided into groups to draft an indemnity based on a given scenario and share with others and be given feedback

Warranties (1)

• What is it meant to do?
• Extent
• Type
• Limitations
• What does it cover?

Day 2

Warranties (2)

• Modification by disclosure letter
• Damages for breach
• Exclusion clause
• Benefit of warranted matters – third parties
• Timing – avoiding liability?

  Workshop: warranties

  Participants will be divided into groups to draft warranties and indemnity based on a given scenario
  and share with others and be given feedback

Entire agreement clauses – impact on warranties

• Common elements
• Sample clause
• Recent cases

  Entire agreement clauses workshop

  Participants will be divided into groups to draft an entire agreement clause based on a given scenario
  and share with others and be given feedback

Warranties and misrepresentation

• Fraudalent misrepresentation
• Effect of misrepresentation on transaction
• Remedies
• Actionable misrepresentation
• Damages
• Statements by professional advisers
• Recent cases

• Arun Singh

  Course Director - Professor Arun Singh, OBE, FRSA 
  
  Professor Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ventures, licensing of technology, R & D, M&A,
  energy, outsourcing and corporate governance globally. Arun has worked with clients such as Standard Chartered, Bank of China, KPMG and Motorola to build effective crosscultural business teams.
  
  He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate of Oxford University’s Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics
  in international business and international trade and investment. He has run training programmes globally.
  
  Arun is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures.
  
  Arun was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.
  
  Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law was published by Thorogood.

  Courses run by this instructor

  • Legal Aspects of Mergers and Acquisitions
  • Cross-Cultural Leadership, Management and Negotiation

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

Legal Aspects of Mergers and Acquisitions

10-12 Sep 2012 (Hong Kong, Hong Kong)

This course delivers the participant an understanding of M&A processes, the strategic priorities and approaches of the various deal player, and detailed information on the various documents typical to M&A deals and the legal issues that arise in respect thereof.

 

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