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  • Description

    The role of representations in M&A transactions is well-established. It is critical that written representations are clearly expressed and that parties understand the nuances in M&A contract representations. This CLE course will review how to make representations and their qualifications, exceptions to representations, the use of disclosure schedules and updating representation schedules, “bringing down” representations at closing and the relationship between representations and indemnification provisions. The course will also include practical guidelines and tips to draft representations.

  • Instructor Bio

    Vincent Martorana

    Vincent's practice includes the representation of clients in domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings. He also regularly provides advice on corporate governance and state laws governing business entities (including Delaware and New York corporate, partnership, and limited liability company law). Vincent has represented a wide range of clients—from start-up and early-stage companies to well-established enterprises—in various industries, including technology, healthcare, pharmaceutical products, consumer products, and energy.

    Vincent has extensive experience providing advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Strafford Webinars, The Business Development Academy, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

    To learn more about Vincent R. Martorana or to contact him click here