Anti-Corruption Report Features Daniel Bernstein in Compliance Reps and Warranties Series

Daniel Bernstein, Arnold & Porter White Collar Defense & Investigations counsel, was recently quoted in a four-part Anti-Corruption Report series examining the role of compliance representations and warranties in managing legal and regulatory risk.

The first article addressed the continuing relevance of compliance reps and warranties. In the piece, Daniel noted that compliance representations and warranties “are a form of legal protection and risk allocation,” as well as an “expression of a company’s values and of what matters to a company.” “They are an indication of what the company and its stakeholders care about,” he said.

The second article covered negotiation. “Whether compliance representations and warranties are heavily negotiated or mere boilerplate often depends on the complexity of the transaction and the money at stake, as well as on various risk factors,” Daniel explained. “There are costs associated with negotiating more specific representations and warranties,” but transactions that “present particular risks … may make more bespoke representations and warranties appropriate.”

The third article addressed verification and enforcement, including due diligence, site visits, transaction testing, and ongoing monitoring. Daniel noted that often “compliance representations and warranties are accompanied by audit rights.”

The fourth article covered how reps and warranties have adapted to emerging risks in M&A and third-party relationships. He discussed how, in addition to anti-corruption compliance, “a lot of international companies are now paying more attention to tariffs, export controls and sanctions.” These risks are “not necessarily new” but are evolving.

Read the first, second, third, and fourth installments (subscription required).