해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

Selected Topics – Selected Topics in private M&A (1/2)
SPA provisions (continued):
continued
- Representations & Warranties provisions:
▶ Scope of reps & warranties varies, but generally rather deal-specific and determined on a
case-by-case basis (e.g., financial reps)
▶ Use of seller-friendly de minimis/basket provisions in case of breaches of reps & warranties
still/again a rather common concept
▶ There is a growing recognition of warranty & indemnity insurance as a solution for warranty
gap where seller refuses to give warranties – e.g., in case of financial sellers
- Limitation period provisions: Limitation periods are back on pre-2008/9 level (minimum
of 12 months)
- Liability provisions: Overall liability cap for breach of reps & warranties at purchase price
is still standard
- Non-compete provisions: Increased number of non-compete restrictions
- MAC provisions: MAC clauses much less common than in U.S. – but current market
environment makes them become harder to refuse
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