August 6, 2018
Reps & Warranties: M&A Docs Meet #MeToo
When high-profile issues emerge that have a potentially big bottom-line impact, you can usually count on specific reps & warranties about them finding their way into deal documents – even if they’re likely already covered by other more general reps. This recent Steve Quinlivan blog points out that the #MeToo movement is no exception.
Steve flags a handful of recent deals that have included reps addressing the absence of sexual harassment allegations against senior executives. This excerpt lays out a fairly detailed rep dealing with both settlements and the absence of allegations from Del Frisco Restaurant Group’s recent acquisition of Barteca:
Except as set forth on Schedule 2.12(j), none of the Barteca Entities is party to a settlement agreement with a current or former officer, employee or independent contractor of any Barteca Entity resolving allegations of sexual harassment by either (i) an officer of any Barteca Entity or (ii) an employee of any Barteca Entity. There are no, and since January 1, 2015 there have not been any Actions pending or, to the Company’s Knowledge, threatened, against the Company, in each case, involving allegations of sexual harassment by (A) any member of the Senior Management Team or (B) any employee of the Barteca Entities in a managerial or executive position.
– John Jenkins