Tag archives: materiality scrapes

Materiality scrapes in private M&A transactions

By Troy Ungerman (Toronto) on August 30, 2018 Posted in M&A

Representations and warranties in private M&A transactions are typically heavily negotiated, with sellers often attempting to qualify their representations with materiality to avoid being found liable for immaterial breaches and for immaterial damages. It is also common during the course of negotiations for parties to agree to the inclusion of indemnity baskets. These provisions provide … 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