Tag archives: indemnification

Part 1: Sandbagging in M&A – negotiating strategies

By Troy Ungerman (Toronto) on November 23, 2017 Posted in M&A

What is “sandbagging”? 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 context of M&A deals, this is when the buyer learns the seller has breached a … Continue reading

2016: the year of sandbagging

By Troy Ungerman (Toronto) on January 17, 2017 Posted in M&A

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 deals. The 2016 Study saw the inclusion of sandbagging provisions in 46% of deals (up from 29% in … Continue reading

Protecting buyers in M&A transactions: trends in the use of indemnification provisions

By nrfdigitalteam on June 1, 2016 Posted in Corporate finance

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 a purchase agreement are heavily negotiated with buyers seeking to limit their post-closing damages and … Continue reading

Make it someone else’s problem: allocating risk in M&A transactions through insurance

By Matthew Lippa (Toronto) on April 2, 2015 Posted in Corporate finance

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 used to address allocation of risk as between the parties, and by extension, price. While … Continue reading

Trend report on indemnification provisions: what will matter to buyers and sellers in 2014

By Troy Ungerman (Toronto) on February 13, 2014 Posted in Corporate finance

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 post-closing monetary damage, and the type and extent to which they can indemnify themselves is … Continue reading