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PLAYBOOK TEMPLATES
Outside Counsel Billing Guidelines
Outside Counsel Billing Guidelines set the standards for law firm engagement, billing, and matter management. This playbook details compliance expectations, expense policies, and audit rights.
Table of Contents
Representations and Warranties
Negotiation strategy
Ensure all representations are accurate and verifiable. Request detailed disclosure schedules to identify any exceptions early.
Limit representations to those necessary for the transaction. Provide comprehensive disclosure schedules to mitigate potential liabilities.
Essential elements
1
Organization and Authority
Legal capacity to transact.
2
Title to Assets
Ownership of assets being sold.
3
Compliance with Laws
Adherence to applicable regulations.
Action framework
ACCEPT
Propose edits if representations are too broad or lack specificity.
EDIT
Reject if representations impose unreasonable liabilities or are unverifiable.
ADD
Add representations for critical areas not covered, such as environmental compliance.
PRO TIP
Always verify the accuracy of representations with relevant departments to avoid future disputes.
Real-world examples
FAVORABLE
Seller's Representations and Warranties
"The Seller represents and warrants to the Buyer as follows: Organization and Authority, Title to Assets, Compliance with Laws, No Litigation."
NEUTRAL
Mutual Representations and Warranties
"Both parties represent and warrant to each other as follows: Due Execution, No Broker Fees."
UNFAVORABLE
Overly Broad Representations
"The Seller represents and warrants that all aspects of its business are in perfect compliance with all laws and regulations worldwide."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, representations should be more detailed and include specific risk mitigation measures.
Cross-Border Transactions
Cross-border deals require additional representations regarding compliance with international laws and regulations.
Start-Up Acquisitions
For start-ups, focus on representations related to intellectual property and financial stability.
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