This discussion, during the annual M&A Conference at Wharton San Francisco that was held virtually this year, examined current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers. 

This discussion was chaired by Brian Mangino (Fried Frank) and included Nic Volpi (Permira Advisers), Connie Chen (Broadcom), and Rajive Dhar (Informatica).

This session looked at the increasing use of transaction insurance to address representations related to digital assets and other elements of IP-heavy acquisitions. The participants discussed knowledge qualifiers and anti-sandbagging constructs, distinguished between standard risks borne by acquirors and issues that should be addressed in the purchase agreement, considered IP sufficiency for in-process development, and looked at the way cyber breach and data privacy reps are now being addressed in transactions.