Broad & Bright, Wolters Kluwer and Beijing Arbitration Commission jointly held a seminar on April 25 2017 on the analysis of representation and warranty clauses in M&A agreements.
Mr Hongchuan Liu, partner of Broad & Bright, analysed the common representation and warranty clauses in the M&A agreements.
During the seminar, Mr Hongchuan Liu gave a brief introduction to the meaning, function and basic contents of representation and warranty, and then compared the characteristics of representation and warranty in different transaction structures, and further elaborated on the differences between representation and warranty and other terms of M&A agreement, such as covenants, conditions precedent to closing and indemnification.
Meanwhile, Mr Hongchuan Liu comprehensively compared the representation and warranty in the M&A practice between the UK and US, and explained the relationships between representation and warranty and disclosure letter as well as limitation of liability of the seller and major adverse events.
Mr Hongchuan Liu also took intellectual property as an example to illustrate the key points of drafting representation and warranty and discussed on applying Chinese judicial practice to representation and warranty clause based on existing judicial cases.
Nearly 100 senior management and corporate counsels from well-known enterprises at home and abroad attended the seminar, including Xiaomi, Digital China, Autonavi Software, China Minmetals, China Railway, Sinosteel, Shougang, Shell, China Electricity and Beiqi Foton Motor.