Indemnification Issues + Market Statistics: Lunch & Learn
Open to Members and Non-members (investing 3rd party capital)
The New York Chapter of Wharton Private Equity & Venture Capital Association in
conjunction with Morgan, Lewis & Bockius invites you to a Lunch
& Learn to gain insight into the latest market trends and best
practices in negotiating Indemnification Provisions in M&A
WHO SHOULD ATTEND:
- Designed for mid-level PE professionals (1 - 5 years post MBA experience) who take a leading role during the due diligence process, including the negotiations between Buyer and Seller.
- Open to Members & Non-Members (must be investing 3rd party capital in deals).
- What is indemnification in the context of an acquisition agreement?
- What is the scope of the indemnity? (breaches of reps and warranties, breaches of covenants, specific known liabilities)
- Limits on indemnification— survival period, baskets/deductibles, caps, reductions
- Types of losses recoverable, insurance issues, net of taxes, sandbagging, mitigation duties, alternative remedies
- Indemnification procedural issues
will cover these topics generally and then have a short mock
negotiation with respect to indemnification matters from the buyer and
seller’s perspective. Indemnification is the hot button topic in
negotiating the acquisition of private companies.
FRIDAY, APRIL 7, 2017
12:00 – 1:30 pm (lunch will be served)
The offices of Morgan, Lewis & Bockius
101 Park Avenue, 39th floor (Park & 40th)
No cost for current WPEVC Members | $20 for Non-Members** | Limited seating
** Non members should be PE professionals investing 3rd party capital in deals, consistent with the requirements for membership outlined below.
Interested in becoming a member of this exclusive global network of PE/VC professionals? Membership is open to: Private
equity professionals including those who are investing venture capital,
growth capital, mezzanine capital, buyouts, private debt, or
secondaries from a dedicated fund or institutional limited partners of
funds and professionals who manage third party fund-of-funds targeting
the private equity space.
Click here to join
About The Series:
The sessions will be presented by a combination private equity professionals who have been involved in negotiating deal terms along with Morgan, Lewis & Bockius partners.
The earlier sessions planned will provide a 101 introduction into the
key aspects of M&A documentation and the key terms and business
considerations associated with these documents. Later sessions will
tackle specific topics in more detail, such as representations and
warranties, indemnities, and related issues. Legal aspects, latest
market trends, and business considerations will be discussed.