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Live Webinar

90-minute live streaming program
  • August 25
  • 1:00 - 2:30 pm EST

Buyer's Representations and Warranties in a Business Sale

August 25

Gain an understanding on the representations and warranties typically required in a business sale and how to negotiate them.

In this market, buyers are eager to find appropriate businesses to acquire. Most buyers and their advisors focus on finding a business for sale, kicking the tires a bit, and setting a purchase price, and then assume they are ready to close the deal, but they may have overlooked a major part of buying a business: reaching an agreement with the seller on representations and warranties. This topic will help buyers and their advisors know what to expect in the way of representations and warranties that a seller should be required to make in a purchase agreement. Review the representations and warranties that buyers should be willing to make to sellers, but more importantly what representations and warranties buyers should require sellers to make. Learn what representations and warranties are typical, which ones are currently the focus in many transactions, and which representations and warranties can be dangerous to buyers if not properly structured. Learn when to buy 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 material will also cover companion clauses that relate to representations and warranties and explain how those clauses can limit or expand a buyer’s ability to hold a seller responsible for problems. Learn what steps to take prior to the purchase to facilitate the negotiation and closing process.

Learning Objectives

  • You will be able to describe steps buyers can take to support reasonable representations and warranties.
  • You will be able to identify representations and warranties typically required.
  • You will be able to recognize companion clauses that define a seller’s liability for representations and warranties.
  • You will be able to discuss negotiation of representations and warranties.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Representations and Warranties Typically Required
  • The Function of Representations and Warranties in Purchase Agreements
  • Subjects Typically Covered by Representations and Warranties in Purchase Agreements
  • What Representations and Warranties Sellers Usually Offer, and Those Buyers Should Seek From Sellers?
  • Representations and Warranties That Most Often Lead to Liability or Claims
Negotiation of Representations and Warranties
  • Relative Importance of Buyer's and Seller's Representations and Warranties: Focus on Those of the Seller
  • When to Buy a Business As Is
  • The Central Role of Knowledge and How to Define It
  • Covering the Appropriate Time Period Before Sale
  • Insurance Coverage for Related Liabilities, as a Term of the Sale Transaction
  • Setting the Stage for Negotiation: Addressing Representations and Warranties in the Letter of Intent
Companion Clauses That Define a Seller's Liability for Representations and Warranties
  • Indemnification
  • Survival Periods and Fundamental Representations and Warranties
  • Sandbagging: What You Know Can Hurt You
  • Disclosure Schedules: Making Sure You Are Getting the Business You Expect
Making the Purchase Easy: Steps Buyers Can Take to Support Reasonable Representations and Warranties
  • Due Diligence: Aligning the Process With Representations and Warranties
  • Recognizing the Risk of Successor Liability
  • Focusing on Risks Most Likely to Transfer to Buyers
  • Working With Experienced Investment Bankers, Accountants, and Counsel
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More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

Live Webinar Registration

  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • NY CLE 1.5 including Areas of Professional Practice 1.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of Law & Legal Procedure credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • CPE 1.8 including Business Law 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Business Law for 1.8 hours. Prerequisite: basic knowledge of business financials. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     
  • Lorman Business Center, LLC. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Advisory Services for 1.5 hours.
     

Who should attend?

This live webinar is designed for business owners and managers, attorneys, presidents, vice presidents, accountants, CFOs, analysts, controllers, bookkeepers, marketing and sales professionals, and administrative professionals.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Duncan Butcher

Duncan Butcher

Miller Nash Graham & Dunn LLP

  • Partner at Miller Nash Graham & Dunn LLP, in Seattle, Washington
  • Focuses his practice on corporate transactions, including the purchase and sale of businesses
  • Represented both buyers and sellers in M&A transactions involving a range of industries, including SaaS, cleantech, computer software, energy, food services, financial services, professional services, construction, and automotive repair
  • J.D. degree, Seattle University School of Law; B.A. degree, University of Washington
  • Can be contacted at 206-777-7422 or [email protected]
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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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 407280
Published 2020
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