Representations and warranties of shareholders: Overview, definition, and example
What are representations and warranties of shareholders?
Representations and warranties of shareholders are statements or promises made by the shareholders of a company in a contract or agreement, typically in the context of a sale, merger, or investment. These representations and warranties are assurances that certain facts or conditions about the shareholders, their ownership, or the company are true at the time the agreement is made. If any of these statements are later found to be false, the shareholder may be held liable for damages or required to correct the situation.
In simpler terms, these are the promises or guarantees that shareholders make about themselves or the company they own, to confirm certain facts are true when making a deal.
Why are representations and warranties of shareholders important?
Representations and warranties of shareholders are important because they protect the parties involved in a transaction by ensuring that the information provided about the company and its shareholders is accurate and reliable. These clauses help reduce risk by setting clear expectations and providing remedies in case something is not as promised. They are often used in business transactions, such as mergers or acquisitions, to confirm that there are no hidden liabilities or problems with the ownership of the company.
For SMB owners, understanding these representations and warranties is critical in making sure that they are providing accurate and truthful information during business deals, while also protecting themselves from potential legal or financial issues.
Understanding representations and warranties of shareholders through an example
Imagine your company is being acquired by another business. As part of the agreement, the shareholders of your company make representations and warranties, assuring the buyer that:
- The company is not involved in any legal disputes or pending lawsuits.
- The shareholders own the shares they claim to own and have the right to sell them.
- The financial statements provided to the buyer are accurate.
If, after the acquisition, the buyer discovers that one of these statements was false (for example, there was a hidden lawsuit the shareholders didn’t disclose), the buyer could seek legal action to recover damages, based on the representations and warranties made by the shareholders.
In this example, the representations and warranties provide assurance to the buyer and help ensure the deal proceeds smoothly.
Example of a representations and warranties of shareholders clause
Here’s an example of what a representations and warranties of shareholders clause might look like in a business agreement:
“Each Shareholder represents and warrants to the Purchaser that: (a) the Shareholder owns the shares listed herein, free of any liens or encumbrances, (b) there are no pending or threatened legal actions against the Company or the Shareholder, (c) the financial statements provided to the Purchaser are true and accurate, and (d) the Shareholder has the full power and authority to enter into this Agreement and consummate the transactions contemplated herein.”
Conclusion
Representations and warranties of shareholders play a crucial role in business transactions by ensuring that the information shared between parties is truthful and accurate. For SMB owners, making these representations in agreements helps provide security to other parties involved in a deal, while also protecting the shareholders from future claims of fraud or misrepresentation. Understanding these clauses and ensuring they are truthful is essential to maintain trust and avoid legal disputes during business transactions.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.