Seller warranties and limitations on liability: commonly negotiated issues: share purchases
A checklist that highlights common areas of negotiation concerning the seller's warranties and limitations on liability in a share purchase agreement (SPA). The checklist outlines buyer-friendly, seller-friendly and potential compromise positions for each issue, acknowledging that these provisions are often the most contentious aspects of drafting and negotiating an SPA. It addresses the legal principle of caveat emptor (buyer beware) and the need for contractual protection. Key topics explored include the disclosure process, the standard of disclosure, the effect of the parties' knowledge on claims and challenges arising from a split exchange and completion. The checklist also examines remedies for breach of warranty, the distinction from misrepresentation and the applicable measure of damages. It also details common financial and procedural limitations on a seller's liability, such as financial caps, de minimis thresholds, claims baskets, and time limits for notifying and progressing claims.
Already a Practical Law customer? Sign in
Get access to this document with Practical Law
The value of Practical Law
Deliver results and stay ahead with the help of Practical Law's built-in network of legal experts
As a legal professional, your time is a precious resource. Whether you need insights on a market-leading precedent, help navigating a new topic, how-to guidance on the law with an integrated drafting note, or a checklist to help mitigate risk, you can rely on Practical Law.
Practical Law is the only legal know-how solution supported by a team of over 650 full-time global editors who obsessively monitor the law and create resources to help you navigate the unknown and practise more efficiently.
Learn more about Practical Law
Make the most of your time and resources
Jumpstart your work
Easy-to-use tools deliver a great starting point, so you spend less time searching for templates, building presentations, or delving into unfamiliar areas.
Get how-to guidance
Practical resources provide you with in-depth expert knowledge and insights to help you work more efficiently and make informed decisions confidently.
Rely on worldwide expertise
We offer global and comparative content with thousands of assets covering critical legal topics in more than 100 countries, including weekly updates and daily alerts for EU Law.