ANALYSIS: A Fresh Look at #MeToo Reps & Warranties in M&A Deals

Are you adding “discrimination” to your #MeToo representations alongside “sexual harassment?” Have you considered employing the “has investigated” alternative to the popular “no allegations” variation?

We last conducted an in-depth review of #MeToo representations and warranties when they were still new in 2019, and, because we have continued to see these provisions included in even some of the largest M&A deals, we recently took a fresh look. We reviewed 311 billion-dollar M&A agreements signed between January 2018 and March 2022 containing #MeToo representations and warranties.

We have identified the most common approaches deal parties have taken in drafting these ...