Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th ed

Jaan Larner (Editor)

ISBN: 9780414132887

Published: May 2026

Format: Hardcover

Language: English

Publisher: Sweet & Maxwell Ltd

Description

Sinclair on Warranties and Indemnities on Share and Asset Sales is the only English-law title dealing exclusively with warranties and indemnities on the sale of a company or business. Originally authored by Neil Sinclair and now in its 13th edition under editor Jaan Larner, it sets out precedents and detailed commentary for both purchasers' and vendors' solicitors negotiating a sale and purchase agreement. This edition reflects developments in law, convention and market practice since the last edition, including the effects of the Economic Crime and Corporate Transparency Act 2023 and a series of recent cases on notices, Material Adverse Change clauses, damages calculation, warranty and indemnity claim selection, completion mechanics, post-acquisition mitigation, disclosure and drafting, and fraudulent representations. Precedents are made available digitally on Thomson Reuters' ProView platform.

Key Features

• Precedents and commentary on warranties and indemnities on share and asset sales
• Guidance for both purchasers' and vendors' solicitors on the sale and purchase agreement
• Tailored precedent warranties and indemnities for the purchasers' side
• Commentary and guidance alongside the precedents for the vendors' side
• Covers the increased use of W&I insurance and digital data rooms
• Detailed treatment of tax, property and general warranties in a share sale
• Covers completion accounts, valuation and limitations on liability
• Reflects recent case law on Material Adverse Change clauses, damages, disclosure and fraudulent representations

Coverage

History and function of warranties and indemnities; the parties to a sale and purchase agreement; rights and liabilities arising from breach of warranty; general points on warranties; tax and property warranties; long-form commercial warranties on share sales; warranties and indemnities on the sale of a business; disclosure letters; tax covenant and tax limitations; limitations and risk transfer; completion accounts; and valuation.

About the Editor

Jaan Larner edits this 13th edition of the title originally written by Neil Sinclair, first published by Sweet & Maxwell in 2001 as the standard English-law reference on warranties and indemnities in share and asset sales.

Table of Contents

Preface; Introduction; Summary of Contents; Table of Contents; 1. History and Function of Warranties and Indemnities; 2. Parties; 3. Rights and Liabilities; 4. General Points Relating to Warranties; 5. Tax Warranties; 6. Property Warranties; 7. Typical Long Form Commercial Warranties on Share Sales; 8. Warranties and Indemnities on the Sale of a Business; 9. Disclosure Letters; 10. Tax Covenant and Tax Limitations; 11. Limitations and Risk Transfer; 12. Completion Accounts; 13. Valuation; Appendices; Table of Cases; Index.

Why buy this book?

It is the only English-law title dedicated exclusively to warranties and indemnities on share and asset sales, used by both sides of the negotiating table on every UK M&A transaction. The 13th edition brings the precedents current with recent case law and market developments such as W&I insurance and data-room practice, making it essential for any commercial or corporate law collection.

Keywords

warranties and indemnities, share sale, asset sale, mergers and acquisitions, sale and purchase agreement, disclosure letters, W&I insurance, UK commercial law

Target Audience

Corporate and commercial lawyers, M&A practitioners, purchasers' and vendors' solicitors, law firm libraries

Genre

Commercial Law, Mergers and Acquisitions, Warranties and Indemnities

Q&A

Where can I buy Sinclair on Warranties and Indemnities on Share and Asset Sales?
You can order it directly from CLNZ Books, with worldwide shipping included.

What does the 13th edition add?
Updated precedents and commentary reflecting the Economic Crime and Corporate Transparency Act 2023 and a series of recent cases on Material Adverse Change clauses, damages, disclosure and warranty claims.

Who is this book written for?
Commercial and corporate lawyers acting for either purchasers or vendors on a share or asset sale, and M&A practitioners more generally.

Does it cover warranty and indemnity (W&I) insurance?
Yes, the book addresses the growing use of W&I insurance and digital data rooms in share and asset sale transactions.

Are precedent documents included?
Yes, precedents are organised chronologically through the transaction and made available digitally on Thomson Reuters' ProView platform.

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