Orrick Library Seminar - M&A Representations and Warranties Insurance in Mergers and Acquisitions: An Overview

Seminar | June.11.2019 | 9:00am - 10:30am (Tokyo Standard Time)

Orrick Tokyo


Orrick's Global Japan Practice is hosting a series of "Orrick Library" seminars to explore legal issues in various fields in Japan as well as the United States, Asia and Europe. The next seminar will be held on Tuesday, June 11 from 9:00 am to 10:30 am.

With a significant emerging trend in the use of M&A representations and warranties insurance in mergers and acquisitions of privately held companies, both strategic acquirers and private equity buyers have gotten increasingly comfortable in using such insurance for their acquisitions, providing meaningful benefits to both the buyer and seller in an acquisition. This seminar, presented by Richard Smith, a leading US M&A expert for over three decades and partner in Orrick’s Silicon Valley Office, will provide an overview of representations and warranties insurance, its benefits, the scope of coverage and exclusions, and other key issues as well the impact of this insurance on deal terms.

The 90-minute seminar will cover the following:

  • What is Representations and Warranties Insurance (RWI)?
  • The Process for Obtaining RWI
  • The Benefits of RWI
  • Typical RWI Policy Terms
  • Typical Exclusions and Limitations
  • Key Issues to be Negotiated Between Buyers and Sellers
  • Influence of RWI on Deal Terms

This seminar will be presented by videoconference. There will be time set aside for questions and answers.

Date: Tuesday, June 11, 9:00 am – 10:30 am (Registration from 8:45 am)
Place: Orrick Tokyo Law Office (Map)
Speakers: Richard Smith, Partner, Silicon Valley Office
Language: English
Fee: No charge
Registration deadline: June 7 (Friday)

* Tokyo Litigation Partners Yoshihiro Takatori (Dai-Ichi Tokyo Bar Association), Shinsuke Yakura (Dai-Ichi Tokyo Bar Association) and Tokyo M&A and Private Equity partner Hiroki Sugita (Dai-Ichi Tokyo Bar Association) will also join and offer additional comments and perspectives in Japanese.

* * Orrick, Herrington & Sutcliffe LLP is an accredited MCLE provider in the States of New York and California.  This continuing legal education course has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.5 credit hours, of which 1.5 credit hours can be applied toward the areas of professional practice requirement.

For questions, please contact Aya Mori.

CLE Credits Available: Y



  • Mergers and Acquisitions
  • Capital Markets
  • Technology Companies Group
  • Japan
  • Taiwan

Richard Smith Partner

San Francisco

Richard has advised on more than 500 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, distressed asset sales (including 363 sales), leveraged buyouts, tender offers and exchange offers, going private transactions, SPACs and reverse mergers, mergers of equals transactions, going dark transactions, hostile takeovers, proxy contests, takeover and activist defense, purchases and sales of divisions and subsidiaries and joint ventures. He co-authored a1,500-page book by Bloomberg, Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements.

Richard also has represented clients in a wide range of SEC-registered, underwritten and privately placed stock and debt offerings, and he has assisted companies in connection with issuer tender offers (both equity and debt), recapitalizations, restructurings, share repurchase programs, and rights offerings. He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. He also advises clients on compliance with the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010 and JOBS Act; reporting under and compliance with Section 16 of the Securities Exchange Act of 1934; disclosure and reporting issues; sales of restricted securities and sales of securities by insiders; universal proxy cards; and NYSE/NASDAQ rule compliance and inquiries.



  • Technology & Innovation Sector
  • Life Sciences Sector
  • Risoluzione contenziosi e vertenze complesse
  • Patents
  • Trademark, Copyright & Media
  • Proprietà intellettuale
  • Cyber, Privacy & Data Innovation
  • Antitrust & Competition
  • International Arbitration & Dispute Resolution
  • Mass Torts & Product Liability
  • Employment Law & Litigation
  • Japan

Shinsuke Yakura Partner


His practice focuses on intellectual property, antitrust, product liability, medical and pharmaceutical, and other commercial disputes for both domestic and foreign companies. He actively engages in cross-border litigation and arbitration, and draws on his extensive knowledge and experience from various countries.

In regards to intellectual property, Shinsuke has represented numerous companies in patent infringement litigation involving a wide range of technologies related to electric devices and industrial machinery. He has also handled other IP-related issues such as trademark, copyright and right to publicity. He is a qualified patent attorney (Benrishi) in Japan.

Recently, he has been involved in business and legal issues related to artificial intelligence (AI), Internet of Things (IoT), and big data; he also acts as the Asia representative of Orrick’s Global AI Working Group.

Consistently providing strategic advice from a global perspective, he is also actively involved in bribery regulations including FCPA and UKBA, antitrust and competition law, cartel, fraud and compliance investigations.

He also advises in mergers and acquisitions, licensing and other transactional matters.



  • Life Sciences Sector
  • Mergers and Acquisitions
  • Technology Companies Group
  • Fintech

Hiroki Sugita Partner


He also has extensive experience in fund formation, real estate and various types of finance transactions.

Hiroki has a deep understanding of clients’ needs from his secondment experience with a U.S. investment bank in 2005 and a Japanese major trading house from 2012 to 2014.

Prior to joining Orrick, Hiroki worked at O’Melveny’s Tokyo office as a counsel where he mainly worked on cross border M&A.