Reps & Warranties Explained in M&A | What Buyers and Sellers Must Know I M&A Masterclass

Описание: Representations & Warranties in a Share Purchase Agreement (SPA).

As we walk you through the full M&A timeline, our business lawyer explains what reps and warranties actually are, how they protect parties on both sides of the transaction, and why they become one of the most heavily negotiated sections in the SPA.

You’ll learn why buyers want strong, absolute representations to reduce risk and ensure the target business is as promised — and why sellers push for narrower, more limited warranties to avoid future liability. Understanding this tension is essential for anyone navigating deal-making, whether you're buying, selling, advising, or evaluating an acquisition.

Perfect for entrepreneurs, investors, founders, business owners, and law students wanting a clean, professional breakdown of how reps and warranties shape risk, trust, and negotiation leverage in M&A transactions.

Key takeaways:

*Understand what reps and warranties are and why they matter in every M&A deal.

Learn the competing interests of buyers vs. sellers when negotiating representations and warranties.

See how reps & warranties function as risk allocation tools that influence price, liability, and deal certainty.

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Time stamp:
00:00 Intro Reps & warranties
03:21 You buy the company on an ‘as-is’ basis
03:45 In the SPA is where the reps and warranties come into play.
06:22 Statements of fact to the buyer
06:45 What happens if you receive a claim after closing?


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sufficent legal and financial advice in relation to your business, legal and other matter.