9.00 Registration and Welcome Refreshments 9.30 Chair’s Welcome and Introduction Simon Morrissey, Partner, Lewis Silkin LLP 9.40 Warranty & Indemnity Clauses: The Legal Toolkit ■ Warranties and indemnities: the basics ■ Warranty clauses: case-law and legislation ■ Indemnity clauses: case-law and related concepts ■ Drafting and negotiating tips Helen Cavanagh, Partner, Lewis Silkin LLP 10.30 Limitation and Exclusion of Liability: The Legal Toolkit ■ Limitation/exclusion of liability clauses: the basics ■ Limitation/exclusion of liability: case-law and legislation ■ Enforceability of limitation/exclusion clauses ■ Limiting and excluding liability in practice Simon Morrissey, Partner, Lewis Silkin LLP 11.15 Refreshments 11.30 Limitation and Exclusion of Liability: The Legal Toolkit (continued) 12.00 Corporate Transactions - Practice Points for the Commercial Lawyer ■ Warranties and Indemnities in the context of a corporate transaction ■ Standard commercial warranties in a share purchase agreement ■ Limiting liability ■ Due diligence and Disclosure Simon Entwistle, Partner, Lewis Silkin LLP 12.30 Lunch 1.30 Insurance and Management of Contractual Risk ■ How Insurers look at Contractual Risk ■ Contract wording that causes Insurance difficulties ■ How Insurance can help with Contractual Risk Management Richard Morley, Director, Sutton Winson Ltd 2.10 Case Study: Putting the Legal Principles into Practice ■ Introduction to the case study ■ General commercial drafting points - Helen Cavanagh ■ Excluding and limiting liability: drafting for enforceability - Simon Morrissey ■ Question and answer session 3.15 Refreshments 3.30 Panel Session: Drafting Points for Specific Industries ■ Entertainment & Media - Cliff Fluet, Partner, Lewis Silkin LLP ■ Information Technology - Marcus O’Leary, Partner, Lewis Silkin LLP ■ Manufacturing & Distribution - Helen Cavanagh, Partner, Lewis Silkin LLP ■ Marketing Services - Jo Farmer, Partner, Lewis Silkin LLP 4.30 Chair’s Concluding Remarks and Close www.cigroup.org.uk W arranties, Indemnities and Limitation of Liability Clauses In association with: Previous delegates said: “This course is one of the • best offered by C&I. Very helpful and informative.” “Friendly and knowledgeable • speakers.” “The panel session was • an excellent idea & well executed too.” Tailored for In-House Lawyers by In-House Lawyers 16 March 2011 De Vere Holborn Bars, 138-142 Holborn, London, EC1N 2NQ C&I Fees: Subscriber Member Fee: £295 + VAT Non Member Fee: £395 + VAT 5.5 Hours CPD
Transcript
9.00 Registration and Welcome Refreshments
9.30 Chair’s Welcome and Introduction Simon Morrissey, Partner, Lewis Silkin LLP
9.40 Warranty & Indemnity Clauses: The Legal Toolkit
■ Warranties and indemnities: the basics ■ Warranty clauses: case-law and legislation ■ Indemnity clauses: case-law and related concepts ■ Drafting and negotiating tipsHelen Cavanagh, Partner, Lewis Silkin LLP
10.30 Limitation and Exclusion of Liability: The Legal Toolkit
■ Limitation/exclusion of liability clauses: the basics ■ Limitation/exclusion of liability: case-law and legislation ■ Enforceability of limitation/exclusion clauses ■ Limiting and excluding liability in practiceSimon Morrissey, Partner, Lewis Silkin LLP
11.15 Refreshments
11.30 Limitation and Exclusion of Liability: The Legal Toolkit (continued)
12.00 Corporate Transactions - Practice Points for the Commercial Lawyer
■ Warranties and Indemnities in the context of a corporate transaction ■ Standard commercial warranties in a share purchase agreement ■ Limiting liability ■ Due diligence and DisclosureSimon Entwistle, Partner, Lewis Silkin LLP
12.30 Lunch
1.30 Insurance and Management of Contractual Risk■ How Insurers look at Contractual Risk ■ Contract wording that causes Insurance difficulties ■ How Insurance can help with Contractual Risk ManagementRichard Morley, Director, Sutton Winson Ltd
2.10 Case Study: Putting the Legal Principles into Practice
■ Introduction to the case study ■ General commercial drafting points - Helen Cavanagh ■ Excluding and limiting liability: drafting for enforceability - Simon Morrissey ■ Question and answer session
■ Entertainment & Media - Cliff Fluet, Partner, Lewis Silkin LLP ■ Information Technology - Marcus O’Leary, Partner, Lewis Silkin LLP ■ Manufacturing & Distribution - Helen Cavanagh, Partner, Lewis Silkin LLP ■ Marketing Services - Jo Farmer, Partner, Lewis Silkin LLP
4.30 Chair’s Concluding Remarks and Close
www.cigroup.org.uk
Warranties, Indemnities and Limitation of Liability Clauses
In association with:
Previous delegates said:
“This course is one of the •best offered by C&I. Very helpful and informative.”“Friendly and knowledgeable •speakers.”“The panel session was •an excellent idea & well executed too.”
Tailored for In-House Lawyers by In-House Lawyers
16 March 2011
De Vere Holborn Bars, 138-142 Holborn, London, EC1N 2NQ
C&I Fees: Subscriber Member Fee: £295 + VAT Non Member Fee: £395 + VAT
5.5 Hours CPD
Warranties, Indemnities and Limitation of Liability Clauses - 16 March 2011
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Members attending previous C&I seminars on contractual matters have expressed a need for more detailed coverage of warranty, indemnity and limitation of liability clauses in business-to-business commercial contracts. This seminar has been designed specifically to respond tosuch needs. Initial sessions will provide a solid grounding in the general legal principles and wording of such clauses, to be followed by a case study and panel session
illustrating how drafting points apply in practice and in particular circumstances. The seminar will also include a session demonstrating the relevance of insurance to the management of contractual risk. The focus throughout the day will be upon providing practical strategies for the in-house lawyer, with plenty of opportunities for questions and interaction.
Warranties, Indemnities and Limitation of Liability Clauses16 March - De Vere Holborn Bars, 138-142 Holborn, London, EC1N 2NQ
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