Warranties and indemnities play an important role in merger and acquisition (‘M&A’) transactions, enabling the parties to negotiate the balance of risk between them. Warranty and Indemnity insurance (‘W&I Insurance’) allows the parties to shift risk by insuring against potential breach of warranty or breach of indemnity claims by a buyer following completion.
These are the harshest of times for the casual dining industry. Much like it is elsewhere on the beleaguered high-street, it seems that every week brings headlines of another restaurant business becoming insolvent or making mass closures. The past few months alone have seen established names such as Prezzo, Byron, Gaucho, Jamie’s Italian, Côte Brasserie and Strada close numerous outlets. Meanwhile, Carluccio’s is undergoing an insolvency process (a Company Voluntary Arrangement) to try to rescue itself.
In the ordinary ebb and flow of business, documenting the terms on which deals are struck is not always at the forefront of the minds of those involved: precisely documented terms are, after all, not the main object of the deal and can even be viewed with suspicion (as preventing business, rather than helping it).