top of page
Roberts & Willie PLLC
MAE Clauses, Closing Conditions, and Interim Covenants: Negotiating the Gap Between Signing and Closing
By Trenton Roberts and Rachel Jones. The MAE clause, the closing conditions, and the ordinary course covenant decide who carries the risk between signing and closing. How to negotiate each, and what Akorn and AB Stable teach.
Trenton Roberts
Oct 1210 min read
Reps and Warranties Basics in Middle-Market M&A
Representations and warranties (reps and warranties) are statements of fact in a purchase agreement about the business being sold. They allocate risk, support diligence, and often feed indemnification remedies if a statement was inaccurate.
Trenton Roberts
Oct 89 min read
Anti-Reliance Clauses in Texas M&A: Italian Cowboy, Lufkin, and the Fraud Carve-Out
By Trenton Roberts and Isabella Matuk. A merger clause will not stop a fraud claim in Texas. How Italian Cowboy, Lufkin, and Forest Oil shape anti-reliance drafting, and how the fraud carve-out and R&W policy fit with it.
Trenton Roberts
Aug 3110 min read
bottom of page