Reps & Remedies: A Practical Primer for M&A Deal Lawyers

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $300 million AI target can turn into a paperweight if the model was trained on data the company never had the right to use. This deep dive gives deal lawyers a spotting-and-routing framework for AI risk across three postures: buying an AI company, buying a business that use...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. The clean closing myth dies fast once a live deal starts moving. This capstone episode walks through a $200 million healthcare-services acquisition from kickoff call to month-eight claim, showing how authority, structure, conflicts, LOI leverage, and diligence findings become...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. When a buyer wants out, sloppy case lore is expensive. This episode revisits the Delaware decisions that actually changed private M&A drafting and strips away the slogans lawyers repeat in markups. The discussion is a 101-level introduction to the caselaw of IBP v. Tyson...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $20 million headline bump can disappear the moment you trace the recourse. This episode puts a $420 million sponsor bid next to a $400 million strategic offer and asks what the board is really being paid for. The discussion breaks down debt commitment letters, highly confid...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. $30 million of hidden IP exposure is where boilerplate stops being boilerplate. This episode stages a buyer-seller debate over a patent claim allegedly concealed by the seller's CEO and uses that fight to test the real boundary between extra-contractual fraud and lies emb...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $3.5 million contract loss is where the promise of a clean exit starts to break down. This episode takes the undisclosed change-of-control termination-right claim from Episode 13 and runs it through the RWI layer, focusing on buy-side policy structure, the underwriting reco...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. Eight months after closing, one unscheduled change-of-control clause turns a $4 million customer loss into a live test of whether the SPA's remedies architecture actually works. Using an undisclosed termination right in the target's largest customer contract, this epi...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. At 1 a.m., six words in the MAE definition can move nine figures of sign-to-close risk. This episode is a technical markup drill on the private-company MAE clause itself, starting with the forward-looking prong, the aggregation language, and the buyer's attempt to build a...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. Two weeks from the outside date, a 28% revenue drop can turn a signed SPA into trench warfare. This episode stages a live buyer-seller showdown over whether a $300 million private deal still has to close after customer losses, a new regulatory investigation, a CFO resignation...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A decision that saves the business can still hand the buyer a closing weapon. This episode treats the ordinary-course covenant as the interim governance charter for a company with two masters, then runs three live-fire scenarios through the text: a 15% concession for a 22%-of...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A bracketed scrape clause can decide whether a six-figure problem ever reaches the indemnity ledger. This debate episode tests full-scrape and selective-scrape positions against the rest of the SPA architecture rather than treating the clause in isolation. The discussion work...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. At 2 a.m., a vague schedule entry can erase the protection a heavily negotiated rep was supposed to deliver. This episode treats disclosure schedules as the deal’s routing layer: the mechanism that decides whether a fact actually qualifies a rep, forces a rewrite, supports a...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A single qualifier can turn a core rep into a cosmetic promise. This episode examines which SPA representations actually drive claims and leverage in private M&A, and why the loudest markup fights often miss the real risk. The conversation breaks down statement architectu...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $15 million earnout can evaporate even when the product is performing. This episode examines how contingent consideration shifts risk after closing in a founder sale of a cybersecurity SaaS company to a PE buyer planning immediate integration. The conversation breaks the ea...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $4 million swing can sit inside a single working-capital definition. This episode examines how a closing-accounts true-up becomes a negotiation over price, seasonality, and post-closing leverage in a $150 million deal for a seasonal distribution business. The conversation p...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $286 million headline can still leave only about $220 million hitting the wire. This episode examines how deal lawyers translate valuation stories into contractual price mechanics, and why enterprise value, finance-side equity value, contractual equity value, and seller pro...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A buried row in the diligence tracker can move millions of dollars into escrow. This episode treats diligence as a decision system, not a document-review exercise, and follows how buyer-side findings become actual deal action in private M&A. The conversation covers the as...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A two-page LOI can decide who bleeds at midnight. This episode treats the front end of private M&A as the place where leverage, structure, and downstream drafting pain are set. The discussion covers NDAs and process letters as control documents, why "non-binding" LOIs sti...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. One missing consent can turn a signed deal into an enforceability fight. In this episode, we dig into authority failures that surface when teams assume title, practical control, or parent ownership is enough to bind an entity. The discussion distinguishes signer authority fro...

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. One missing consent can turn a $500 million closing into a midnight hostage negotiation. This overview episode walks through the table of contents of a representative private-company stock purchase agreement, or SPA, the way deal lawyers actually use it: as an interlocking ri...