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Seller's Representations and Warranties in a Business Sale

 

Learn business selling fundamentals relating to representations and warranties and how to facilitate negotiation in a business sale.

Ready to sell your or your client's business? Most business owners and their advisors focus on setting a sale price and finding a buyer, and then assume they are ready to close the deal. But they may have overlooked a major part of selling a business: reaching agreement with the buyer on representations and warranties.
This topic will help business owners and their advisors know what to expect in the way of representations and warranties that a buyer will require in a sale agreement. The information will teach you what representations and warranties are typical, which ones are currently the focus of many buyers, and which representations and warranties can be dangerous to sellers by carrying a risk of liability.
Learn when to sell a business as is, how to negotiate reasonable representations and warranties, how to control potential liability related to breach of representations and warranties, and when to negotiate insurance coverage for that potential liability. The information will also cover companion clauses that relate to representations and warranties, and explain how those clauses can limit or expand a seller's liability. Learn what steps to take prior to the sale to facilitate the negotiation and closing process.

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Seller's Representations and Warranties in a Business Sale

Agenda

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Seller's Representations and Warranties in a Business Sale

Faculty

Erich W. Merrill, Jr.

Erich W. Merrill, Jr.

Miller Nash Graham & Dunn LLP

  • Partner at Miller Nash Graham & Dunn LLP, in Portland, Oregon, with over 35 years of experience in representing clients in business transactions, including mergers and acquisitions for privately held businesses
  • Handled business sales and purchases for clients in a variety of industries, including logistics, medical devices, biotechnology, computer software, beverages, clean-room technologies, sports apparel, brokerage, financial services, wood products, metal fabrication, transportation, and specialty gases
  • Speaks frequently on topics related to selling and buying businesses
  • Recently presented seminars on Nonbinding Legal Documentation in Commercial Transactions, and Seller's Representations and Warranties in Business Transactions
  • Past president of the Business Law Section of the Oregon State Bar, served as leader of his firm's Corporate and M&A team, is listed in Best Lawyers of America, and is a Super Lawyer
  • J.D. degree, Harvard Law School
  • Can be contacted at 503-205-2504 or [email protected]
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Seller's Representations and Warranties in a Business Sale

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