HighlightsPrivacy espresso seriesResourcesSeptember 14, 2023The importance of Representations and Warranties (R&Ws) in M&A Transactions


In this short video, PrivacyRules expert, Luiza Sato, from the Brazilian law firm TozziniFreire. sheds light on an essential aspect of the M&A world: Representations and Warranties (R&Ws).

R&Ws play a pivotal role in framing liability in M&A transactions. They ensure the accuracy of facts disclosed by companies involved and their adherence to compliance 

These R&Ws serve as a safeguard against several critical risks: 

– Contingencies in Privacy and Data Protection: Think data breaches, violations of data subject rights, and legal disputes. 

– Blind Spots in Data Knowledge: Insufficient understanding of the target’s data flows and processing activities. 

– Paper Compliance vs. Real Compliance: Ensuring that data protection is not just a formality on paper but an integral part of the target’s practices.

Luiza also delves into the Typical Content of R&Ws . Although, he specifics of R&Ws vary case by case, but they generally cover: 

– Compliance Provisions: Obligations to adhere to privacy laws, regulations, policies, and agreements with customers, among others. 

– Security Measures: Steps to guarantee information security and ensure vendors and data processors also follow data protection rules. 

– Hold Harmless Provisions: Protection against past, pending, or potential claims related to personal data processing.

In the dynamic landscape of M&A, understanding the significance of R&Ws in addressing privacy and data protection matters is crucial. They serve as the bridge between legal diligence and successful transactions.

Read our full article to dive deeper into this topic : https://bit.ly/3sJ6OcB