Terms of validity of representations on circumstances in M&A transactions in Russian reality – overview of the EMPP partner Oleg Bychkov

The party’s liability restrictions in regards to provided by it representations/warranties – common practice within M&A transactions upon English law.

Generally key instruments for restriction of liability within English law are as follows:

• Knowledge – awareness of the purchaser of an asset/the other side of the transaction of any circumstances;
  • Materiality – establishment of materiality thresholds (for a single claim or for the amount of claims);
  • Types of losses – fixing of the list of types of losses which are subject and are not subject to compensation;
  • Limitation period – establishment of a term for making claims on false representations/warranties.

Within this overview, we will briefly focus on the last criterion: the establishment of a term during which claims can be made from the untrue of the provided representations/warranties under Russian law.

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