Corporate Counsel

Published November 30, 2018 by Virginia Business

William J. Walsh

McCandlish Lillard
Fairfax

Title: Principal

Other legal specialties: Business law, intellectual property

Birthplace: Washington, D.C.

Education: Bachelor’s degree in finance, Tulane University; law degree (cum laude) George Mason University School of Law

Spouse: Elizabeth Walsh, assistant principal, Patrick Henry Elementary School, Arlington

Children: Oliver, 2.5 years; son expected in December 2018

Hobbies: Sports, music, food

First job as a lawyer: Associate at McCandlish Lillard

Fan of: DC sports teams (primarily Redskins); Real Madrid

Favorite vacation spot: Kennebunk, Maine

Recently read books: “The Comedians” by Graham Greene; “Killers of the Flower Moon: The Osage Murders and the Birth of the FBI” by David Grann

Career mentor: Ralph Tener, McCandlish Lillard

What is a recent trend in corporate transactions? Sellers of businesses continue to be frustrated with the diligence/disclosure process and indemnification requirements in M&A transactions. With a heightened perception of risk (data privacy, regulatory violations, software infringement, etc.), buyers have committed significantly more time and resources to due diligence in recent years and have come to seek more and more robust indemnification protections for liabilities discovered post-closing.  Rarely are sellers sufficiently prepared for the time commitment associated with the diligence and disclosure process.  The degree of required disclosure by and allocation of risk to the seller in today’s typical M&A transaction is quite different from that in the normal commercial or real estate transaction, where the “buyer beware” element is more prevalent.  As the herculean task of satisfying buyers’ requests for documents and information during diligence drags on, sellers often become frustrated with the significant burden presented by the disclosure schedules.  They understandably feel their liability should be limited by their full cooperation and disclosure during diligence.  Unfortunately, comprehensive and accurate completion of the schedules is imperative to limit the risk of post-closing indemnity claims against a seller.