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PLAYBOOK TEMPLATES
ISDA Master Agreement
An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.
Representations & Warranties
Negotiation strategy
Ensure representations are comprehensive and include all necessary disclosures. Push for detailed disclosure schedules to mitigate risk.
Limit representations to known facts and include carve-outs for potential issues. Ensure disclosure schedules are accurate and up-to-date.
Essential elements
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Legal Status
Entity's legal standing.
2
Authority
Power to execute agreement.
3
No Violation or Conflict
Compliance with laws and contracts.
Action framework
ACCEPT
Propose edits if representations are too broad or lack necessary carve-outs.
EDIT
Reject if representations impose undue risk or are unverifiable.
ADD
Add if missing, especially for risk allocation and dispute prevention.
PRO TIP
Always verify the accuracy of representations and ensure disclosure schedules are comprehensive.
Example clauses
FAVORABLE
Preferred Representations and Warranties
"Each party represents and warrants to the other party as of the date hereof and as of each date on which a transaction is entered into under this Agreement that: [Legal Status, Authority, No Violation or Conflict, Consents, Obligations Binding]"
NEUTRAL
Standard Representations
"Each party represents and warrants to the other party as of the date hereof that: [Legal Status, Authority]"
UNFAVORABLE
Overly Broad Representations
"Each party represents and warrants all aspects of their operations without limitation."
Fallbacks
High-Risk Projects
In high-risk projects, representations should be more detailed, with specific carve-outs for known risks.
Cross-Border Transactions
Include jurisdiction-specific representations to address legal differences and compliance requirements.
Start-Up Acquisitions
Focus on financial condition and intellectual property representations due to the nature of start-ups.
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