Part III: The Law Firm's Critical M&A Role in Reducing the Seller's Exposure to Liability
George P. Shenas, Esq. hosts Marcus H. Klebe, Esq., Attorney with George P. Shenas, Incorporated
George asks Marcus to describe, in concrete terms, the way that facts and circumstances which are revealed as a part of the due diligence process make their way into the definitive purchase agreement. Marcus explains the representation and warranties section of the purchase agreement, starting with a definition of “representation and warranties,” generally. George and Marcus discuss the practical ways that our law firm tries to reduce the overall exposure to liability on the part of the seller either on the closing date or after the transaction has fully consummated, including the use of qualifiers to the representations and warranties or the use of survival periods. The discussion concludes with advice gleaned from many successful M&A transactions: playing ‘hide and seek’ during the due diligence process doesn’t work – an honest, transparent and complete representation of the company’s condition, one which nevertheless aggressively presents the seller’s point of view, best preserves enterprise value and resists post-closing disputes. Good legal counsel is therefore critical to obtaining the right purchase price from the seller’s perspective.
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