Reps & Remedies: A Practical Primer for M&A Deal Lawyers

About Reps & Remedies: A Practical Primer for M&A Deal Lawyers

Reps & Remedies is a practical private M&A primer for junior deal attorneys and a refresher for practicing midlevels. It began as an effort to brush up on working capital adjustments, grew into a broader review course on the full deal pipeline, and ultimately became a 20-episode podcast series. Each episode takes one M&A concept or pressure point and explains how it shows up in live transactions. The goal is to help junior deal lawyers become more fluent in terminology, more commercially observant, and more useful with clients and within deal teams. More at www.repsandremedies.com

Publisher

Reps and Remedies

Category

education

Language

en

Explicit

No

First episode

20 Apr 2026

Latest episode

22 Apr 2026

Latest episodes

20 episodes in the feed.

1. 

   22 Apr 2026

   19. AI in the Deal

   This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. A $300 million AI target can turn into a paperweight if the model was trained on data the company never had the right to use. This deep dive gives deal lawyers a spotting-and-routing framework for AI risk across three postures: buying an AI company, buying a business that uses third-party AI, and buying a vendor or contractor selling or operating AI workflows for customers. The discussion covers training-data provenance, ownership of models, weights, outputs, open-source dependencies, bias and compliance reps, interim covenants around deployment changes, the agentic-AI contract checklist for vendor and customer paper, downstream liability allocation, and the still-forming RWI response to known AI issues. It also maps when pricing, earnouts, retention, escrows, or structure may need to move. Production disclosure: This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients. This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.

2. 

   22 Apr 2026

   18. The Full Stack: Sign to Close in 38 Minutes

   This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. The clean closing myth dies fast once a live deal starts moving. This capstone episode walks through a $200 million healthcare-services acquisition from kickoff call to month-eight claim, showing how authority, structure, conflicts, LOI leverage, and diligence findings become drafting choices in the SPA. It covers how a pending regulatory inquiry and a related-party lease migrate into price, covenants, schedules, and a special indemnity; why the real negotiation fights sit in the working capital peg, materiality scrape, sandbagging, RWI, and earnout mechanics; and how HSR delay, ordinary-course covenants, MAE posturing, bringdown certificates, funds flow, and payoff-letter choreography decide whether the wires actually move. The episode closes by tracing a later enforcement action through baskets, caps, exclusions, and the fraud question. References to federal or state healthcare laws and regulations in this episode are illustrative and should not be treated as a complete or authoritative statement of current law. Production disclosure: This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients. This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.

3. 

   22 Apr 2026

   17. Delaware: The Cases That Changed How We Draft

   This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com. When a buyer wants out, sloppy case lore is expensive. This episode revisits the Delaware decisions that actually changed private M&A drafting and strips away the slogans lawyers repeat in markups. The discussion is a 101-level introduction to the caselaw of IBP v. Tyson on specific performance, Akorn on what an MAE record had to look like, AB Stable on ordinary-course covenants tied to past practice, and ABRY Partners on the line between extra-contractual anti-reliance and lies inside the reps. It then reviews Snow Phipps with nuance, focusing on financing-efforts obligations, prevention-doctrine pressure, and why reverse-termination-fee exclusivity depends on the remedies stack and breach theory. The episode closes by isolating the provisions that most often decide the fight: reliance architecture, ordinary-course language, specific-performance triggers, efforts covenants, and fee exclusivity. Please note that this episode was produced in April 2026 and is intended to be a basic overview of Delaware caselaw as it relates to certain M&A concepts. It is not a fulsome review nor should it be relied upon as an accurate representation of the facts or decisions of the cases referenced. Production disclosure: This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients. This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.

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