Tag archives: sandbagging

Key findings: 2018 SRS Acquiom Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study

By Troy Ungerman (Toronto) on November 8, 2018 Posted in M&A

SRS Acquiom recently published its first Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study. The study analyzed the terms of 588 private-target acquisitions that closed between 2015 and 2017, the majority of which are not required to be publicly disclosed. As Canadian M&A deals continue to use RWI at an increasing pace, insights from … Continue reading

Part 3: Sandbagging in M&A – sandbagging around the world

By Troy Ungerman (Toronto) on December 7, 2017 Posted in M&A

In the past two weeks we have provided an overview of sandbagging in M&A transactions and discussed strategies that can be used when negotiating this clause. We also provided a brief overview of the consequences of remaining silent with respect to sandbagging. This week we will discuss how sandbagging clauses are used in several jurisdictions around the world. … Continue reading

Part 2: Sandbagging in M&A – is silence truly golden?

By Troy Ungerman (Toronto) on November 30, 2017 Posted in M&A

Last week we provided an overview of sandbagging in M&A transactions and outlined how buyers can mitigate their risk when an anti-sandbagging clause is included in the purchase and sale agreement. In a majority of deals, however, buyers and sellers exclude a sandbagging clause altogether, likely because they are not able to find a mutually agreeable … Continue reading

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