ANALYSIS: References to Russia–Ukraine Sanctions in M&A Deals

Deal lawyers who had likely been working for weeks negotiating and drafting agreements for soon-to-be-signed billion-dollar mergers and acquisitions faced the sudden need to update the sanctions-related provisions in their agreements last month due to the war in Ukraine.

U.S. government actions in response to the war in Ukraine have rapidly influenced the terms of mergers and acquisitions agreements, which since Feb. 22 have started to refer directly to the disputed Ukrainian regions of Donetsk and Luhansk. The updates to the provisions demonstrate the importance of sanctions-related representations and warranties to deal parties and indicate that it’s essential for ...