The concept of sandbagging is simple: one party has a strength, an advantage, or is in a position of power, which is concealed or downplayed in order to take advantage of the other party later. In the
One of the highlights from the American Bar Association’s (ABA) 2016 Canadian Private Target M&A Deal Points Study in which our firm was a key participant (the 2016 Study), was the increased inclusion of sandbagging provisions in
Allocating liability between buyers and sellers for the business and operating risks of a target company in M&A transactions is key to assessing what might be an appropriate purchase price for the transaction. As a result, the indemnification provisions in
During the course of an M&A transaction, it is often the case that the most hotly negotiated aspects of a purchase agreement are the representations and warranties and related indemnities. This is not surprising as these are the key devices
Indemnification provisions are an essential component of any M&A transaction and, for obvious reasons, buyers and sellers have opposite agendas in drafting the scope and substance of their inclusion in a transaction agreement. Buyers are motivated to protect themselves from