Cross-Border Contractual Complexities: Applying Civil Law Concepts to Sellers’ Indemnities under New York Law

In cross-border M&A transactions in Latin America, a counterparty will often request the inclusion of one or more foreign law concepts in a New York law governed purchase agreement . However, including terms that are based on the civil law of Latin American countries (e.g., Mexico, Chile or Colombia) may have significant consequences that all of the contracting parties should be aware of. This article addresses these consequences in a particularly high stakes situation: negotiating the indemnification provisions of a New York law purchase agreement.