Tag archives: sandbagging

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

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?

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

Your data room matters

I have yet to meet a client that enjoys populating a data room with its documents. Record-keeping is not fun at the best of times, and exposing all of one’s records for someone else to dissect and question can be an unpleasant exercise. So, it’s never particularly surprising when data rooms are populated with piles of information … Continue reading

Seller beware: sandbagging in Canadian private M&A

What is sandbagging? The practice of sandbagging—whereby a purchaser discovers a breach of a representation or warranty on part of the seller during negotiations but nonetheless closes the deal only to then seek indemnification for the breach—continues to plague practitioners in Canadian private M&A. In what is frequently one of the most contentious issues in … Continue reading

2016: the year of sandbagging

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

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

ABA publishes 2014 Canadian Private Target M&A Deal Points Study: key findings (Part II)

Last week, we posted an article summarizing the key findings in the American Bar Association’s (ABA) recently published 2014 Canadian Private Target M&A Deal Points Study regarding financial provisions and pervasive qualifiers. As previously noted, the study analyzed 60 acquisition agreements of private targets by public companies, covering transactions that were signed in 2012 and … Continue reading
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