Sinclair on Warranties and Indemnities on Share and Asset Sales 13th ed

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.

This 13th 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

Preface;

Introduction;

History and Function of Warranties and Indemnities;

Parties;

Rights and Liabilities;

General Points Relating to Warranties;

Taxation Warranties;

Property Warranties;

Typical Long Commercial Warranties on Share Sales;

Warranties and Indemnities on the Sale of a Business;

Disclosure Letters;

Tax Covenant and Tax Limitations;

Limitation Provisions;

Completion Accounts;

Valuation

Appendices;

CD-rom of Precedents