Influence of Representations and Warranties Insurance on Private Negotiations, Deal Terms, and Claims Activity

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The presence of Representations and Warranties Insurance can profoundly affect an M&A deal, which can sometimes be problematic for both buyers and sellers alike. Building on our experience on over 6,700 private-target M&A deals, the team of experts at SRS Acquiom took a deep dive into our data to help arm M&A practitioners with the information needed to understand how RWI can impact deal terms and claims activity on their M&A transactions. In this white paper, we provide insights, charts, and analysis in the following areas:

  • M&A: Pre-Closing: Due Diligence, Negotiations, and Binding Coverage
  • Seller Representations and Warranties
    • “10b–5” and “Full Disclosure” Representations
    • “No Other Representations” and “Non-Reliance” Clauses
  • Indemnification Mechanics
    • General Survival of Seller’s Representations and Warranties
    • “Materiality Scrape” Inclusion
    • Basket Types
    • Caps as a Percentage of Transaction Value
    • Escrows/Holdbacks as a Percentage of Transaction Value
    • Post-Closing Purchase Price Adjustments: Separate Escrows
  • RWI Premiums
  • Post-Closing: Indemnification Claims and the Next M&A Deal
    • Indemnification Claim Sizes
    • Indemnification Claim Activity by Transaction Value
  • RWI is a Deal-by-Deal Decision

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Andrew Moore

Associate Director 720.518.9026

Andrew is an associate director with SRS Acquiom in the M&A Transactional Group. He collaborates with clients and outside counsel to draft, negotiate and finalize M&A documents and related documents such as escrow, payment, and exchange agreements, among others.

Before joining SRS Acquiom, Andrew worked as an oil and gas lawyer where he researched mineral and lease ownerships, and drafted drilling and division order title opinions for a Denver law firm. Prior to that, Andrew practiced real estate, business, and water law for several years with a firm located near Winter Park, Colorado.

Andrew earned his J.D. from the University of Denver Sturm College of Law and his B.A. in Political Science from the University of Richmond.

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