• Seminar

Detail of webinar for “Warranty Clauses”

This webinar session will be held on Friday, 22nd October from 18:00 Japan-time. More details can be found below, including details for registering, and the dates/topics for future webinars.
If you are interested to join, please feel free to contact us.

About the webinar

Date Friday, 27th October PM 6:00 – 7:00 (JST)
Language Japanese
Fee Free Online Seminar on Warranty Clauses
Register E-mail : info@kslaw.jp


Warranty Clauses

During contract negotiations in corporate acquisitions, most of the time is spent discussing warranty clauses. Although the acquirer has conducted due diligence to thoroughly understand the company’s situation and to examine all relevant documents, there are many matters that the acquirer cannot know about the acquired company because he or she does not manage the company himself or herself. In such cases, a warranty clause requires the seller to make a warranty declaration, and if it is not true, the seller is required to pay compensation as a breach of warranty declaration.

For example, even if due diligence is conducted, it is not always clear that the target company has not been audited by the tax office and that no additional tax will be imposed. Therefore, the seller should provide a warranty that the target company has not been audited by the tax office and that there is no risk of additional tax collection.

In English contract negotiations, representations and warranties are often discussed.
From the buyer’s standpoint, it is desirable to have the seller make as broad a warranty statement as possible. Conversely, from the seller’s standpoint, the seller wants to narrow the scope of warranty representations that may result in future liability for damages as much as possible.

In this seminar, we would like to examine what kind of warranty representations it is appropriate to include from the standpoints of both the seller and the buyer. You will also learn what counterproposals you should make if you are not satisfied with the warranty representations proposed by the other party.

Warranty clauses are inserted not only in corporate acquisitions but also in ordinary sales contracts and outsourcing agreements, so understanding the content of this seminar will have broad applications.

This seminar is open to everyone, so please register if you are interested in learning more about drafting contracts in English.