The tightening of the credit markets and slowing of deal flow have resulted in increased attention to indemnification provisions in M&A transactions. In this program, Foley attorneys Todd B. Pfister and Catherine B. Nelson, along with PricewaterhouseCoopers Partner Kevin Kreb, discussed recent developments framing the negotiation of indemnification provisions in M&A transactions. Topics included:
- Impact of the current “buyers’ market” on indemnification provisions, including the “materiality scrape” and other trends
- Reassessing common provisions favorable to sellers such as consequential damages waivers
- Evaluating the creditworthiness of indemnitors in today’s uncertain business environment
- Recent case law to be aware of when formulating indemnification provisions
- Trends and pitfalls in the indemnification dispute resolution process
For additional information about Foley’s M&A Briefing Series, please contact Jennifer Bartz at [email protected].
Related Insights
March 12, 2026
Foley Viewpoints
What To Do If You Receive an NAIC AI Systems Evaluation Tool Pilot Request
Summary & Takeaways: The NAIC’s AI Systems Evaluation Tool Pilot Project has begun generating domiciliary regulator requests for…
March 12, 2026
Health Care Law Today
GLP‑1 Compliance: FDA Targets Telehealth Marketing in 30 New Warning Letters
On March 3, 2026, U.S. Food & Drug Administration (FDA) sent 30 warning letters to telehealth companies that market compounded GLP‑1…
March 11, 2026
Tariff & International Trade Resource
What Every Multinational Should Know About…Managing the Aftermath of the Supreme Court’s IEEPA Tariff Decision (Part III)
The importer of record is the entity that initially pays all tariffs and thus is the entity that would receive any IEEPA tariff refunds. Nonetheless, behind the scenes there often are a variety of mechanisms importers of record may have used to handle the often unexpected tariffs, including pushing back on suppliers for price concessions, using surcharges to pass along tariffs, or generally increasing price. In many cases, other parties may be looking to share any potential refunds.