Compliance Reps and Warranties: Adapting to Emerging Risks

Compliance representations (reps) and warranties can be an underestimated element of a merger, acquisition or third-party contract, often reduced to boilerplate afterthoughts. However, in a moment of technological change, cut-and-paste language runs the risk of being woefully out of date by the time a deal closes. This fourth article in a series about compliance reps and warranties covers how language in third-party contracts has evolved as supply chain issues represent a larger portion of companies’ risk profiles, and how reps and warranties should shift in response to technological and regulatory shifts. The first article in the series reported on the continuing relevance of compliance reps and warranties, the second article suggested negotiation strategies, and the third article addressed their verification and enforcement. See “Key Terms and Negotiation Issues in Data Processing Agreements” (Sep. 13, 2023).

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