M&A Foundations · glossary
In English law the labels carry different remedies. An untrue representation may let the buyer unwind the contract (rescission), while a breached warranty gives contractual damages only. So English SPAs say the seller "warrants" and expressly exclude representations. Chapter 11
Explained in Chapter 11, Warranties and Disclosure, of M&A Foundations.
A warranty is a contractual statement of fact about the target, given by the seller in the SPA. “The Accounts give a true and fair view.” “No Group Company is engaged in litigation.” If a warranty is untrue, the buyer can sue for breach of contract and recover damages. In the Sunrise SPA the whole machine starts with one sentence…Read Chapter 11, Warranties and Disclosure →
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.
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