[Verse 1] When giants merge and companies align The lawyers draft what keeps the deal in line Representations tell us what is true The seller swears their statements will hold through Financial books are clean, no hidden debt Patents are owned, compliance standards met [Chorus] Reps and warranties, promises they make Due diligence to know what's at stake MAC clauses guard against the unforeseen Indemnity protects what lies between Deal protection keeps the bidders out M and A agreements leave no doubt [Verse 2] Material adverse changes test the deal If business drops, does buyer have to seal The purchase price adjustment mechanism Protects against accounting pessimism Escrow accounts hold funds for future claims When warranties break down, who pays the blame [Chorus] Reps and warranties, promises they make Due diligence to know what's at stake MAC clauses guard against the unforeseen Indemnity protects what lies between Deal protection keeps the bidders out M and A agreements leave no doubt [Bridge] No shop provisions lock the seller tight Can't talk to others once they sign tonight Break up fees if someone walks away Matching rights let buyers match and stay Survival periods set the warranty clock When time runs out, the claims will surely stop [Verse 3] Knowledge qualifiers limit what they know Only disclosed facts make warranties flow Baskets and caps control the damage scope Small claims ignored give parties room to cope Officers and directors need their shield D and O coverage makes the protection real [Chorus] Reps and warranties, promises they make Due diligence to know what's at stake MAC clauses guard against the unforeseen Indemnity protects what lies between Deal protection keeps the bidders out M and A agreements leave no doubt [Outro] From signing day to closing all must hold These legal safeguards worth their weight in gold When companies buy companies today These M and A rules show them the way
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