What's Market: Representations and Warranties

This Practice Note provides a general discussion of representations and warranties in private merger and acquisition (M&A) transactions in Canada, based on an analysis of 74 acquisition agreements signed in 2022, with comparisons to agreements signed in 2020 and 2021. Selected items also include comparative data from the 2018 and 2019 survey samples. Several key representations and warranties are reviewed, including representations regarding full disclosure, absence of changes, compliance with laws, sufficiency of assets, financial statements, and undisclosed liabilities. In addition, this year's survey reviews the use of representations regarding environmental, social and governance (ESG) issues. Disclosures regarding the use of transactional risk insurance are also discussed. The Note includes links to relevant contract provisions and references to deals summarized in Practical Law Canada's What's Market Corporate and M&A Private Acquisition Agreements database.