The Rise Of The No-Indemnity M&A Deal

Law360 (January 22, 2020, 6:05 PM EST) -- As M&A professionals enter 2020, it is clear that the use of representation and warranty insurance, or RWI, will continue to increase in private M&A transactions of almost all sizes.

Perhaps the biggest impact of RWI is seen in the rise of no-seller-indemnity deals. This indemnity structure allows a seller to exit a deal with no escrow obligations and no indemnity obligations for breaches of representations and warranties, or reps.

This article explores the key issues that both buyers and sellers should be cognizant of when replacing seller's indemnity obligations through the procurement of RWI.

Background

The past decade witnessed the...

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