In any M&A deal, a lot of the legal negotiation gets focused on the warranty schedule and related disclosures. Riaz Pirmohamed, Senior Associate at Clifford Chance, talks with Ben about what tends to become contentious in this area – and where mistakes can be made.
Riaz talks through the typical negotiation positions on financial and time limitations, how corporate sellers can end up taking very different positions to private equity, and how warranty and indemnity insurance is changing the dynamic.
Riaz also identifies the areas he would counsel clients to particularly focus on as they can materially shift the risk allocation of a deal – including the agreed standard of disclosure, and treatment of fundamental warranties.
Ben and Riaz wrap up by discussing what Riaz would say to any client debating whether to disclose a particularly sensitive matter that could be relevant to the transaction.