September 22, 2020

Craig Menden discusses materiality scrape provisions in a video interview for the ABA’s M&A Market Check training series. In the video, he reviews how he explains materiality scrapes to clients and associates, so that they understand the impact the provisions can have on the merger agreement. He says: “It is not an easy conversation to have because materiality scrape provisions, at a certain level, don’t make sense because you negotiate materiality qualifiers throughout the reps and warranties of the agreement and then on the back-end you take them out for purposes of indemnification.” He later adds that a materiality scrape is more of a business concept than a legal concept.

The video was co-produced by the American Bar Association’s M&A Committee and Hotshot Legal, a provider of digital learning to the legal industry. The video series, which is free for members of the ABA Business Law Section, contains short, engaging videos on advanced M&A provisions, including analysis of trends and data from the Private Target Deal Points Study, drafting and negotiating tips, and more.

Mr. Menden serves as Special Advisor on the M&A Market Check video project. He is currently Chair of the ABA’s Market Trends Subcommittee that oversees publication of the Market Check Video Series as well as the widely used Market Trends Surveys.

To learn more and access the videos, click here and here.