Risk allocation strategies in M&A: from the legal regime to clean exits

Risk allocation strategies in M&A: from the legal regime to clean exits

Abstract:

The design of a clear and tailored liability regime is crucial in M&A transactions to ensure legal certainty and successful transactions. This article examines why the general regime
of the Civil Code is insufficient in the field of mergers and acquisitions, given the complexity of the transactions and the magnitude of the contingencies that may arise.

Faced with the inadequacy and uncertainty of the legal regime, the autonomy of the will emerges as a fundamental pillar to overcome the regulatory gaps and provide solutions
adapted to the complexity of the market.

Keywords: Vendors’ Liability, Representations and warranties, M&A, share purchase agreement, venture capital, clean exit, private equity