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PLAYBOOK TEMPLATES
Underwriting Agreement
An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.
Representations & Warranties
Negotiation strategy
Ensure that representations are specific and align with due diligence findings. Negotiate caps and time limits to limit exposure and avoid overly broad language.
Provide accurate and complete representations to build trust. Consider negotiating knowledge qualifiers to limit liability.
Essential elements
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Financial Statements Accuracy
Ensure financial data is correct.
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Authority Confirmation
Verify legal authority to contract.
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Operational Compliance
Adhere to industry standards.
Action framework
ACCEPT
Propose edits when representations are too broad or misaligned with due diligence.
EDIT
Reject clauses that impose unreasonable liability or lack specificity.
ADD
Add language to cover missing representations or industry-specific requirements.
PRO TIP
Always align representations with due diligence findings to avoid future disputes.
Real-world examples
FAVORABLE
Accurate Financial Representations
"The Seller represents and warrants that all financial statements provided are accurate and complete as of the date of this Agreement."
NEUTRAL
Knowledge-Based Warranty
"The Seller represents and warrants to the best of its knowledge that all financial statements are accurate and complete."
UNFAVORABLE
Overly Broad Representations
"The Seller represents and warrants that all aspects of its business are in perfect compliance with all laws."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure representations are detailed and include specific risk mitigation measures to protect against potential liabilities.
Cross-Border Transactions
For cross-border deals, include representations that address compliance with international laws and regulations to avoid jurisdictional issues.
Start-Up Acquisitions
In start-up acquisitions, focus on representations related to intellectual property and financial stability to safeguard investment.
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WEEK 1
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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