#mergersandacquisitions #corporatelaw #businesslaw

In the context of mergers and acquisitions, indemnity clauses encapsulate the extent of liability a seller will assume post-closing based on the representations and warranties they present to the buyer. So, it's especially important that sellers of a business carefully consider several factors about the scope of indemnification and how those representations are conveyed to a buyer in the purchase agreement.

Fundamentally, indemnification is a guarantee of compensation for losses or damages incurred by the buyer of a business due to circumstances unforeseen at the time of closing. It's a way to share risk between buyer and seller.

If you're selling a business and take only a few nuggets of wisdom away from this video, Brett's tips regarding indemnification are:
1. Maximize the deductible
2. Minimize your cap
3. Shorten the survivability of indemnity (to the extent that you can)
4. Carefully consider representations and warranties made to the buyer

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Have questions? Book a call, and talk to Brett today:
https://clarity.fm/brettcenkus

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You can reach Brett through:

https://clarity.fm/brettcenkus
  / brettcenkus  
  / bcenkus  
https://www.cenkuslaw.com
https://braatenwoods.com
https://merger-resources.com


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Brett A. Cenkus has 20+ years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers & acquisitions (M&A), securities offerings, founders’ agreements, and other general business law issues.

Through Braaten Woods, LLC, Brett helps business owners in the lower middle market ($2MM - $25MM) position themselves for sale, find buyers, negotiate, and close M&A deals.

Brett also maintains merger-resources.com, a site packed with free articles, videos, checklists, deal diagrams, template contracts, and other tools to help pass M&A knowledge to others.

Brett regularly consults with entrepreneurs and invests his own capital as an angel investor.

From 2010-2013, Brett served as Chief Legal Counsel of a publicly-traded international oilfield services company. From 2001 to 2006, he and a partner founded and built Paragon Residential Mortgage. Bridge Investments acquired Paragon in 2006.

Brett holds a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania.

Brett lives in Austin with his wife, Cathryn, and two children. He enjoys reading, squash, classic movies, great food and wine, and the New England Patriots.