Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition by Jaan Larner | 2026*

Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition by Jaan Larner | 2026*

This practical guide provides precedents and detailed commentary on warranties and indemnities arising in share sale transactions. It offers comprehensive guidance to both buyers and sellers involved in sale and purchase agreements for companies or businesses. Written specifically for commercial lawyers, it is a specialist work dedicated exclusively to this area of transactional law.

Key Features of Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition: 

• Includes precedents and detailed commentary on warranties and indemnities arising from share sale transactions.

• Provides practical guidance for both purchasers and vendors involved in sale and purchase agreements for companies or businesses.

• Assists purchasers’ solicitors by providing model warranties and indemnities that can be adapted to suit individual transactions.

• Supports vendors’ solicitors with relevant precedents together with explanatory guidance and commentary.

• Structures the content around precedent clauses and documents, supported by extensive explanatory commentary.

• Presents the material in a clear and logical chronological order reflecting the progression of a transaction.

• Examines the development and purpose of warranties and indemnities, including the growing use of warranty and indemnity (W&I) insurance and digital data rooms.

• Considers the roles and interests of the different parties involved in a sale and purchase agreement.

• Explains the rights, remedies, and liabilities that may arise following a breach of warranty.

• Provides detailed coverage of tax, property, and general warranties commonly encountered in share sales.

• Examines the different forms and structures of tax deeds used in share sale transactions.

• Covers warranties, undertakings, and indemnities sought by purchasers.

• Addresses completion accounts and issues relating to valuation.

• Explains how warranty-related liability can be managed where the associated risk is covered by insurance.

• Uses clear and accessible commentary to explain contractual clauses and their practical and legal implications.

• Makes the precedents available digitally through Thomson Reuters’ ProView eBook platform.

What's New in Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition:

This edition has been revised to reflect developments in law, established conventions, and professional practice since the previous edition. It also considers the implications of the Economic Crime and Corporate Transparency Act 2023, together with the impact of recent judicial decisions on key aspects of share sale transactions, including:

• Drax Smart Generation — developments concerning the requirements for giving valid notices.

• BM Brazil & Ors v Sibanye BM Brazil & Anor and Finsbury Food Group — guidance on Material Adverse Change provisions.

• MDW Holdings Ltd v Norville — principles governing the assessment and calculation of damages.

• Adie & Anor v Ingenuity Digital Ltd and Learning Curve (NE) Group Ltd v Lewis — considerations affecting the choice between pursuing warranty claims and indemnity claims in parallel.

• Perelman v Kerr — issues relating to completion mechanics and procedures.

• Arani v Cordic Group Limited — the effect of post-acquisition efforts to mitigate losses.

• Atten Bidco v Assassa — the importance of precise disclosure and careful drafting.

• Veranova Bidco LP v Johnson Matthey Plc — treatment of fraudulent representations.

• Decision Inc Holdings Proprietary Ltd v Garbett — interpretation and application of “Prospects” warranties.

Table of Contents of Sinclair on Warranties and Indemnities on Share and Asset Sales, 13th Edition:

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

About the Author:

Jaan is a Partner at Keystone Law and an experienced corporate and commercial lawyer. He advises high-net-worth individuals, entrepreneurs, and businesses on a broad range of corporate matters, including investments, mergers and acquisitions, and joint ventures.

He has particular experience advising media and technology companies seeking rapid growth, external investment, and protection of their intellectual property. He regularly acts as an external in-house adviser to company boards and founders, including those considering business exits or entering into joint venture arrangements.

Alongside his corporate and commercial practice, Jaan works closely with family lawyers and private clients on business-related matters arising from relationship breakdown. This includes identifying and disclosing business assets and liabilities, restructuring companies where owners are separating or divorcing, and drafting arrangements governing the future operation and ownership of businesses following separation.

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