Track

Fraud Carve-Outs and Updating Disclosure Schedules

A discussion of two advanced M&A concepts found in acquisition agreements – disclosure-schedule-update provisions and defining fraud in fraud carve-outs. This track covers drafting and negotiating tips, buyer and seller perspectives, and market trends information for both provisions.

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

Start Track
  1. still frame from Why Update Disclosure Schedules? Preview

    Updating Disclosure Schedules

    An introduction to disclosure schedules updates provisions, including why parties include a right or obligation to update disclosure schedules, the scope of permitted updates, and the updates effect on other rights and obligations of the parties under the acquisition agreement. Features interviews with ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates.

  2. still frame from Sample Provisions Preview

    Updating Disclosure Schedules: Sample Provisions

    A look at two disclosure schedules updates provisions. Also includes drafting tips and perspectives from ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates.

  3. still frame from Market Trends Preview

    Updating Disclosure Schedules: Market Trends

    ABA M&A Committee members John F. Clifford from McMillan LLP and Ann Beth Stebbins from Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates discuss market trends for disclosure schedules updates provisions, drawing on data from the ABA’s Private Target Deal Points Study.

  4. still frame from Explaining Fraud Carve-Outs Preview

    Fraud Carve-Outs

    An introduction to fraud carve-outs and the issues parties consider when defining fraud, such as who’s liable, whose knowledge matters, what types of fraud claims can be brought, and what statements can form the basis for a fraud claim. Features interviews with ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP.

  5. still frame from Drafting Preview

    Fraud Carve-Outs: Drafting

    A look at different approaches to drafting a fraud carve-out in an acquisition agreement. Includes drafting tips and perspectives from ABA M&A Committee members Tali Sealman from White & Case LLP and Glenn West from Weil, Gotshal & Manges LLP.

  6. still frame from Market Trends Preview

    Fraud Carve-Outs: Market Trends

    ABA M&A Committee members Glenn West from Weil, Gotshal & Manges LLP and Tali Sealman from White & Case LLP discuss market trends for fraud carve-outs, drawing on data from the ABA’s Private Target Deal Points Study.