Post by @akkydoeslaw

This is the framework you need to smash this answer. 1. Where are we in the deal? Signed with a gap to completion, or not signed yet? If signed, you’re looking at warranty claims, MAC clauses and termination rights. If not signed, you still have every lever. Everything below assumes pre-signing. 2. Has the seller disclosed it against the warranties? Check the draft disclosure letter and DD responses. If it’s disclosed and you sign, you’ve bought the problem with no claim. If they sat on it, you have leverage and you should ask what else they haven’t told you. 3. Size it, bring in a specialist. Get disputes counsel on the pleadings: merits, quantum, stage, timing, insurance cover. You can’t structure around a risk you can’t price. 4. Choose a tool: - Specific indemnity — first ask. Known risk = indemnity, pound-for-pound. - Price reduction — if the loss is likely and quantifiable. - Retention / escrow — hold back part of the price until it resolves. - Tighten the warranty — carve this claim out of disclosure; weak alone due to caps and time limits. - Condition precedent / undertaking — seller settles it pre-completion, or completion is conditional. - W&I insurance — won’t cover it. Known matters are excluded. Trap answer. - Walk — if it’s existential and the seller won’t move. 5. Advise, don’t decide. Present the options with the risk priced. The client chooses. #lawyer #mergersandacquisitions #corporate #lawstudent