R&W are some of the most important (and risky) aspects of dealmaking. Why? Business buyers and sellers (and quite a few professional advisors) don’t adequately understand, or early-enough anticipate, reps and warranties. It’s a BIG mistake to defer this topic to until contract-time.

  1. Most legal documents have too much jargon and they are too hard to understand. What do you have to say about that?

  2. What do we need to know about reps and warranties? The big picture.

  3. When is the most opportune time for buyers to engage legal counsel to perform legal due diligence? Should it all be done at once or staggered as the potential buyer proceeds through the phases of evaluation and dealmaking?

  4. How can buyers do a better job during due diligence to anticipate what’s going to influence the contractual reps and warranties?

  5. What are some of the things you see going wrong during dealmaking; things that unnecessarily disrupt or delay deals that should occur because of the misplaced behavior of sellers, buyers, advisors or anyone else? And, what successful workarounds have you seen, which kept pending deals on track toward completion?

  6. What about reps and warranties insurance?

  7. What kinds of deal terms can help make the deal or impede it? The kinds of provisions that go into purchase and sale agreements. And when’s a good time for the potential buyer to introduce the buyer’s wants to the seller?

  8. What about UCC? Define. Necessity? Example.

  9. What are some of the most prevalent or costly things that go wrong after closing the transaction? The breaches? And the reality for the aggrieved party to adequately cure the breach?

  10. What about post-closing covenants?

  11. What’s the seller’s legal counsel going to push back on re what the buyer wants to be the seller’s reps and warranties and post-closing covenants?