Available in:

OnDemand Course

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.

89 minutes
Course Exam
Certificate of Completion
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 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
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 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

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, New Hampshire, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on May 27, 2020.

Call 1-866-352-9540 for further credit information.

  • 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.
     

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

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

Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 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, 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]
Purchase Options

Add to Wishlist

More Program Information

Why Lorman?

Over 37 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.

All of your training, right here at Lorman

All of your training, right here at Lorman.

Pay once and get a full year of unlimited training in any format, any time!

  • OnDemand Courses
  • Live Webinars
  • MP3 Downloads
  • Course Manuals
  • Executive Reports
  • White Papers and Articles

Additional benefits include:

  • State Specific Credit Tracker
  • All-Access Pass Course Concierge

Questions? Call 877-296-2169 to speak with a real person.

Sign Up Today
With This Course

Access to all training products for one year
$699/year

Unlimited Lorman Training

With the All-Access Pass there is no guessing what you will need for your yearly training budget. $699 will cover all of your training needs for an entire year!

Easy Registrations

Once you purchase your All-Access Pass you will never be any further than one-click away from attending any Lorman training course.

Invest in Yourself

You haven't gotten to where you are professionally by luck alone; it's taken a lot of hard work and training. Invest in yourself with the All-Access Pass.

Product ID: 406879
Purchase Options

Available in Multiple Formats

Purchase this course and learn on your schedule!