Remove 2005 Remove Accountant Remove Negotiation
article thumbnail

Use of Knowledge Qualifiers for Representations and Warranties

What's Market

Specifically, including constructive knowledge has steadily increased over the nine ABA studies— from 52% of reviewed deals in the 2005 ABA study to 81% in the most recent 2021 study (down slightly from 86% in the 2019 study). The parties must still negotiate the scope of the seller's knowledge.

article thumbnail

10(b)(5) & Full Disclosure Representations

What's Market

The scope and detail of these representations and warranties are often heavily negotiated and tailored to reflect not only the nature of the target and its business, financial condition, and operations, but also the relative negotiating strength of the buyer and seller. Observations. ” Observations. ” Observations.

Insiders

Sign Up for our Newsletter

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

article thumbnail

No Undisclosed Liabilities Representations

What's Market

Finally, NUL representations are usually (in approximately 60-80% of reported transactions) not qualified by references to Generally Accepted Accounting Principles (GAAP), though over the past 10+ years, the seller-friendly GAAP qualification is becoming more commonly seen, though still a minority position. 800-372-1033) [link].

article thumbnail

Stand-Alone Indemnities

What's Market

In addition to the general indemnities, the parties to M&A agreements often negotiate separate “stand-alone” indemnities that cover specific topics outside the general indemnities, usually without reference to an underlying breach of the representations, warranties, or covenants. investment banking, accounting, and legal fees.

M&A 52
article thumbnail

The essential guide to raising private equity

Growth Business

CMBOR data shows that, after a sharp fall in total UK buyout values in the six months following the vote in 2016, they doubled year-on-year in 2017 to account for 30 per cent of the European total, reflecting the continued importance of private equity to the UK’s mid-sized companies.