Compliance with Laws Representations
“In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related indemnification obligations,” writes Daniel R. Avery in Goulston & Storrs’ What’s Market blog.
“A common representation that the seller makes is that the target has operated its business in accordance with applicable laws (often referred to a “compliance with laws” representation). While sellers generally do not object to making a representation that addresses legal compliance, they usually seek to include certain limitations that narrow the representation’s scope.”
