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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.
Runtime: 89 minutes
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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 by Buyers
  • The Function of Representations and Warranties in Sale Agreements
  • Subjects Typically Covered by Representations and Warranties in Sale Agreements
  • What Representations and Warranties Buyers Really Focus on
  • Representations and Warranties That Most Often Lead to Liability or Claims
Negotiation of Representations and Warranties
  • When to Sell 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 the Buyer Knows Can Hurt You
  • Disclosure Schedules: Describing and Completing Them to Minimize Liability
Making the Sale Easy: Advance Steps to Be Able to Make and Support Reasonable Representations and Warranties
  • Recordkeeping
  • Corporate Formalities
  • Allocation of Time and Resources to Prepare for the Sale
  • Working With Experienced Investment Bankers, Accountants, and Counsel
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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.

Credits

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  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • ME CLE 1.5
     
  • NJ CLE 1.8
     
  • NV CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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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

Erich W. Merrill, Jr.

Erich W. Merrill, Jr.

Miller Nash Graham & Dunn LLP

  • Partner at Miller Nash Graham & Dunn LLP, Portland, Oregon
  • 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 medical devices, biotechnology, computer software, beverages, clean-room technologies, sports apparel, brokerage, financial services, wood products, metal fabrication, transportation, and specialty gases
  • Past president of the business law section of the Oregon State Bar, served as leader of his firm's corporate and M&A team
  • Listed in Best Lawyers of America, and is a SuperLawyer
  • J.D. degree, Harvard Law School
  • Can be contacted at [email protected] or 503-205-2504
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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: 406879
Published 2020
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