Track

Claims 'If True' and Indemnifiable Losses (2021)

This program teaches lawyers about various aspects of two advanced M&A concepts found in acquisition agreements – Claims ‘If True’ provisions and the concept of indemnifiable losses (with a focus on the definition of “Loss”). It covers drafting and negotiating tips, buyer and seller perspectives, and market trends information for both provisions based on the ABA M&A Committee’s 2020-21 Private Target Deal Points Study.

This track qualifies for CLE. Select a jurisdiction for details.

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  1. still frame from Claims 'If True' Preview

    Claims 'If True'

    An explanation of the claims “if true” concept in private M&A deals, including an analysis of the implications to the parties if an acquisition agreement does or does not contain this concept. Features interviews with ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

  2. still frame from Buyer and Seller Perspectives Preview

    Claims 'If True': Buyer and Seller Perspectives

    A look at buyer and seller perspectives regarding claims “if true” language in acquisition agreements. Features interviews with ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery LLP.

  3. still frame from Drafting Preview

    Claims 'If True': Drafting

    A look at how and where claims “if true” language appears in acquisition agreements, including sample provisions. Features drafting tips and perspectives from ABA M&A Committee members Joanna Lin from McDermott Will & Emery LLP and Jessica Pearlman from K&L Gates.

  4. still frame from Claims 'If True': Market Trends Preview

    Claims 'If True': Market Trends

    ABA M&A Committee members Jessica Pearlman from K&L Gates and Joanna Lin from McDermott Will & Emery discuss market trends for the claims “if true” concept in private M&A deals, drawing on data from the ABA M&A Committee's 2020-21 Private Target M&A Deal Points Study.

  5. still frame from Indemnifiable Losses Preview

    Indemnifiable Losses

    An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.

  6. still frame from Indemnifiable Losses: Drafting Preview

    Indemnifiable Losses: Drafting

    A look at how loss is defined in acquisition agreements, including a discussion of buyer and seller perspectives and negotiating positions. Features insights from ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.

  7. still frame from Indemnifiable Losses: Market Trends Preview

    Indemnifiable Losses: Market Trends

    ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman discuss market trends in how loss is defined in private M&A deals, drawing on data from the ABA M&A Committee's 2020-21 Private Target M&A Deal Points Study.