Understanding M&A Concepts – Reps and Warranties: Worth the Hype? Author: Roxana Sandulescu In the complex world of mergers and acquisitions (M&A), whether you are an M&A consultant, corporate lawyer, business executive, founder, or investor, one of the crucial concepts you inevitably encounter is representations and warranties – often referred to as reps and warranties . In the shares sale-purchase agreements (“ SPAs ”), representations and warranties define the expected state of both the buyer and the target company at the time the contract is signed and upon closing. They serve as an assurance to the buyer that the company being acquired is in a certain state, as represented by the seller. These clauses outline the seller's guarantees and provide a mechanism for the buyer to seek remedies if those representations turn out to be false or incomplete. While reps and warranties are fundamental in M&A transactions globally, the way they are treated can vary signific...