Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition

Author: Jaan Larner

Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition

Author: Jaan Larner

NEW

Product details

Description

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area.

Features

Provides precedents and commentary on warranties and indemnities on share sales
Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business
For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
For the vendors’ solicitors, provides guidance and commentaries with the precedents
Organised around precedents of clauses and documents, accompanied by extensive commentary
Arranged in a logical chronology
Covers the history and function of warranties and indemnities including this increase in the use of W&I insurance and digital data rooms
Covers the various parties to a sale and purchase agreement
Covers the rights and liabilities that arise from a breach of warranty
Provides detailed consideration of tax, property and general warranties in a share sale
Covers the forms taken by tax deeds
Covers warranties, undertakings and indemnities requested by the purchaser
Covers completion accounts and valuation
Covers how to deal with liability when warranty risk is to be insured
Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
Precedents are made available digitally on Thomson Reuters’ eBook platform, ProView.

What's New
This edition reflects the changes in law, convention and practice since the last edition. It also looks at the impact of the Economic Crime and Corporate Transparency Act 2023 and addresses the effects of:

Drax Smart Generation on notices
BM Brazil & Ors v Sibanye BM Brazil & Anor and Finsbury Food Group on Material Adverse Changes
MDW Holdings Ltd v Norville on damages calculation
Adie & Anor v Ingenuity Digital Ltd and Learning Curve (NE) Group Ltd v Lewis on selection of parallel warranty and indemnity claims
Perelman v Kerr on completion mechanics
Arani v Cordic Group Limited on post-acquisition mitigation efforts
Atten Bidco v Assassa on precise disclosure and drafting
Veranova Bidco LP v Johnson Matthey Plc on fraudulent representations
Decision Inc Holdings Proprietary Ltd v Garbett on “Prospects” Warranties

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Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition

Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition

Description