Our 2022 SRS Acquiom M&A Deal Terms Study found that the use of Representations and Warranties Insurance (RWI) impacts transaction terms in a number of ways. On some issues, the deal parties tend to push additional risks to the insurer by agreeing to buyer-favorable deal terms with higher frequency. Others seem to be directed at minimizing or eliminating any residual risk sellers may have independent of the RWI policy.
This information sheet summarizes some of those differences and takes a closer look at the effects of RWI on certain deal terms presented in the 2022 SRS Acquiom M&A Deal Terms Study.
Topics for this summary include:
- 10b-5/Full Disclosure Seller Representations
- No Other Reps/Non-Reliance Clauses
- Purchase Price Adjustment Escrows
- No Survival
- Materiality Scrapes
- Baskets
- Escrow Sizes
Download the information sheet above.
Kip is a senior director leading the SRS Acquiom thought leadership practice, the mission of which is to share resourceful content built from SRS Acquiom expertise and proprietary data. In addition to facilitating scores of interactive presentations at M&A conferences and law firms, Kip authors a plethora of articles and data studies regularly utilized by the market.
Previously, Kip was a part of the SRS Acquiom Transactional Group, where he collaborated with clients and counsel to negotiate M&A documents including purchase, escrow, payments, and other transactional agreements. Before joining SRS Acquiom, he was an attorney with a Denver-based boutique business law firm working on middle-market M&A deals.
Kip holds J.D. and M.S. (Econometrics) degrees and is a member of the Colorado bar.