Cadwalader partner Martin Weinstein was featured in the Anti-Corruption Report article, “Compliance Reps and Warranties: Negotiations,” which explores how parties tailor and negotiate these provisions based on risk, deal dynamics and practical constraints.
Martin noted that while many companies rely on standard compliance representations and warranties, those provisions are often adjusted to fit the specific circumstances of a transaction. “Good companies have fairly solid representations and warranties that sometimes have to be tweaked for certain situations,” he explained, highlighting the balance between efficiency and customization.
He also pointed out that narrowly tailored provisions can help avoid conflicts with local law, particularly in anti-corruption contexts where legal standards are generally aligned across jurisdictions. At the same time, he emphasized the importance of being mindful of potential legal conflicts when drafting more specific language.
In addition, Martin observed a growing focus on termination rights tied to compliance issues. He explained that buyers often seek flexibility to exit a deal based on a reasonable belief of a violation, while sellers tend to push for stricter triggers, such as requiring a formal conviction, underscoring how these clauses reflect broader negotiations over risk allocation and deal certainty.
The article ultimately highlights how compliance representations and warranties remain highly negotiable tools, shaped by risk tolerance, diligence findings and the relative leverage of the parties. Read more.