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Drafting, Negotiating and Reviewing Indemnification Clauses

One of the most important provisions in an M&A business contract is the indemnification provision. It is also one of the most misunderstood and vaguely drafted provisions. Our experienced faculty will give you a solid foundation in understanding indemnification and will teach you the ins and outs of how to draft solid, effective provisions. Register today!

  • Explore the common indemnification issues that come up in litigation.
  • Avoid the most common mistakes when drafting, reviewing and negotiating.
  • Know how to draft provisions that fit the circumstances.

All times are shown in Eastern time

  1. What is Indemnification?
    10:00 - 11:00, John W. Ursu
    1. Purpose of Indemnification
    2. Types of Indemnity
    3. The Duty to Defend
    4. Common Issues in Litigation
  2. Considerations Before Drafting an M&A Indemnity Clause
    11:15 - 12:35, Mark D. Williamson
    1. The Dangers of Boilerplate Language
    2. Source of Potential Damage or Loss
    3. Potential Scope and Extent of Damage or Loss
    4. Who May Cause Loss and Who Would Be Responsible
    5. Extent of Responsible Party
    6. Responsible Party's Ability to Meet Obligations
  3. Negotiating and Drafting the Indemnification Provision in an M&A Transaction
    1:05 - 2:25, Mark D. Williamson
    1. Duration
    2. Caps
    3. Baskets
    4. Scope
    5. Notice
    6. Control
    7. Settlement
    8. Limitations
    9. Reimbursement
  4. Common Mistakes Made When Dealing With Indemnification Provisions
    2:40 - 4:00, Thomas E. Patterson
    1. Mistakes in Drafting
    2. Mistakes in Negotiating
    3. Mistakes in Reviewing
  5. Ethics in M&A
    4:00 - 5:00, Thomas E. Patterson
    1. Breach of Fiduciary Duty
    2. Confidentiality
    3. Sarbanes-Oxley and Attorney Conduct Standards
    4. Conflicts of Interest

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