M&A Foundations · glossary
A buyer claiming on a warranty it knew was untrue when it signed. Well-drafted English deals answer the question expressly: Sunrise has an anti-sandbagging clause excluding claims where the buyer's deal team actually knew of the problem. Clause 9.6 · Chapter 11
Explained in Chapter 11, Warranties and Disclosure, of M&A Foundations.
Suppose the buyer’s own due diligence uncovers a problem the seller never disclosed — and the buyer says nothing, signs, completes, and then sues on the warranty it knew to be false. US lawyers call this sandbagging, and American SPAs argue expressly over “pro-sandbagging” clauses (knowledge doesn’t bar claims) versus “anti-sandbagging” clauses (it does). Well-advised English parties do not leave the point to case law either. Sunrise resolves it in the seller’s favour:Read Chapter 11, Warranties and Disclosure →
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