Reps, Warranties, and Covenants: Where Contract Disputes Really Begin

Few provisions do more heavy lifting — or spark more litigation — than representations, warranties, and covenants. These clauses allocate risk and define liability when a deal goes wrong, and disputes frequently boil down to a deceptively simple question: was that statement a factual representation, or a future promise? Get the distinction wrong, and you're facing fights over accuracy, materiality, survival periods, and the limits of indemnification.

This session breaks down the fundamentals behind these high-stakes provisions and arms you with practical strategies to reduce your litigation exposure.

You'll walk away with:

• A clear grasp of the legal distinctions between representations, warranties, and covenants

• Insight into why these provisions trigger so much litigation — and where disputes most often originate

• A practical understanding of materiality, survival periods, and indemnification limits

• Drafting strategies to minimize ambiguity and reduce litigation risk

• Real-world approaches for allocating risk more effectively in commercial contracts

Who should attend:

• In-house counsel and contract managers

• Corporate transactional attorneys

• Commercial litigators

• Risk and compliance professionals involved in contract review

• General counsel overseeing M&A or commercial agreements

Generously Sponsored by Blank Rome LLP

This session is part of the 2026 Contracts & Negotiations Master Class Series.

Click Here to view all sessions and register for the full series.

This program originally aired on May 28, 2026. Please note that the on-demand format of this program is NOT eligible for CLE/CPD credit.