Succession planning is a critical aspect of managing small, closely held businesses, as the unexpected departure of a key leader can significantly disrupt operations and challenge the business's legal...
Entering into a letter of intent for an office lease agreement? Consult our playbook for valuable key provisions, alternative language provisions, and guidance for both landlords and tenants. Download...
In the complex world of M&A transactions, transition services agreements (TSAs) serve as critical bridges between deal closing and operational independence thus creating stability during organizational...
This practice note covers key legal and regulatory issues to evaluate, questions to ask, and documents to review in medical device or diagnostic technology deals, including M&A, investments, financings...
Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all of a seller's representations and warranties in a private acquisition agreement. This achieves three main objectives: (1) to supplement a buyer's existing indemnification limits (i.e., indemnity cap, survival periods, etc.), (2) to provide coverage to a buyer in lieu of traditional indemnification limits, essentially replacing a buyer's remedy for breaches related to representations and warranties under the purchase agreement, and (3) as a means of backstopping a seller's existing escrow/indemnification obligation to the buyer. This comprehensive practice note covers the fundamentals of RWI, including underwriting policies and dealing with claims.
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