Venture Capital William B. Asher, Jr. Testa, Hurwitz & Thibeault, LLP Boston, MA 617 / 248-7000 asher@tht.com tht.com		The factual representations in the draft agreement from our venture capital investors are quite extensive. How should we respond? The representations and warranties are a very structured framework by which the legal and operational health of your business can be measured. Exceptions and disclosures made in response to reps and warranties assist investors to learn how your business works. Unlike a merger agreement, where inaccuracies can lead to indemnification claims against a seller, damage claims are rarely made against a portfolio company. Often, however, founders are asked to stand personally behind company representations and would risk exposure for any material inaccuracies.

Advice provided herein is presented as general information about recent legal developments. Information is edited to space and should not be construed as specific legal advice or opinion.

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