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

―Public Company‖ Due Diligence
continued
Representations and warranties (―reps‖) by Seller made in
acquisition agreement will force Seller to deliver prior to signing
a Disclosure Schedule of all exceptions to the reps
‒ Reps are subject to ―MAE qualifier‖
‒ Reps do not survive closing
Buyer must rely on three principal elements for protection
against undisclosed risk:
‒ Public filings with SEC
‒ Due diligence conducted by team comprised of people with knowledge of business
and relevant areas of expertise
‒ ―Limited‖ representations and warranties in acquisition agreement
(and Disclosure Schedule in response thereto)
BUT:
‒ Once signed, it is rare for Buyer to find an MAE ―out‖ in deal
‒ No indemnity post-closing
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