Seguro de representations & warranties na aquisição de empresas

Abstract

The acquisition of companies is a complex process that involves a significant amount of risk for both sellers and buyers. One of the main challenges of these transactions is centred on the problem of information asymmetry and the consequent allocation of the risks inherent in the transaction between the parties in the purchase agreement. To address this matter, sellers and buyers have resorted to using traditional risk allocation mechanisms, such as escrow accounts and indemnity clauses. However, these instruments have certain limitations and their negotiation can become time-consuming and costly for the parties involved. In the last few years, Representations & Warranties insurance has emerged as a complementary or perhaps even an alternative risk management tool and has been widely used in transactions in the M&A market. In this dissertation, we propose to explore the role of Representations & Warranties insurance in managing the transactional risk of company acquisitions, with a particular focus on the characteristics of this insurance and its articulation with the acquisition contract, while also analysing the potential benefits of purchasing this insurance, both for the seller and the buyer, to the detriment of (or in addition to) traditional contractual mechanisms.

Date of Award	24 Mar 2025
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Pedro Vasconcelos (Supervisor)