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Drafting Reps and Warranties in Business Transactions (Teleseminar)
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Drafting Reps and Warranties in Business Transactions (Teleseminar)

1 CLE hour

When: 04/07/2015
1:00 PM to 2:00 PM
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
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An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

Drafting Reps and Warranties in Business Transactions - 1 CLE hour

Representations and warranties are a marquee feature of virtually every significant transactional document.  They are particularly vital in stock and asset acquisitions, and when obtaining a commercial loan or an equity investment.  The buyer, lender or investor conducts often extensive due diligence on the company but wants specific assurances about important facts about which only the company would have the best information. These facts – the absence of liabilities or the presence of certain things giving rise to value – can be few in number or vast, and they vary according the facts of the transaction.  But without reps and warranties about those matters the transaction would never close; and, if those facts are incorrect, the transaction would lose its value.  This program will provide you with a real-world guide to the differences between reps and warranties, drafting both in important transactions, and understanding the varying remedies of both.

Drafting reps and warranties in asset and stock sales, loans, and equity financings 
Differences between reps and warranties, and the contractual and tort remedies of both
Relationship between diligence and reps and warranties – and what the law says about how one impacts the other 
Provisions covering revenue projections, financial statements, and customer lists
Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions
Capital structure, authorization, and contracts
Understanding the limits of reps and warranties – what you can ask for, what you can get


Robert Wollfarth
is of counsel in the New Orleans office of Baker, Donelson, Bearman, Caldwell & Berkowitz P.C, where he represents large and small clients across the country with a wide variety of business matters. His practice includes start-up formation, mergers and acquisitions, federal, state and local tax planning and controversy, financing projects and operations, restructuring, buy-outs and dissolution. Mr. Wollfarth received his B.S. from Tulane University and his J.D. and LL.M. from New York University School of Law.

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