Wealth Advisors & RIAs Deals: Representations & Warranties Drafting Done Right
Securities and M&A counsel for independent sponsors drafting wealth advisors and RIAs transactions, from LOI to close to the capital markets that open up afterward.
Representations & Warranties Drafting on wealth advisors and RIAs deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.
The typical wealth advisors and RIAs platform sits at $10M to $180M EV with EBITDA in the $3M to $25M range. The thesis runs on RIA aggregation or wealth platform roll-up. Client consent process is the longest pole. Start it the day after the LOI signs.
How Representations & Warranties Drafting actually gets structured.
Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.
Distinguish fundamental reps from general reps in survival and cap structures.
Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.
Coordinate the rep package with the R&W insurance carrier's underwriting.
In wealth advisors and RIAs, layer in negative consent process timed with regulators as part of the Representations & Warranties Drafting workstream.
Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.
"Reps and warranties are a risk allocation. Draft them like risk allocation."Jason Powell · Representations & Warranties Drafting
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Transaction Fee Structuring for Wealth Advisors & RIAs
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Working Capital Adjustments for Wealth Advisors & RIAs
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Representation & Warranty Insurance for Wealth Advisors & RIAs
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Wealth Advisors & RIAs
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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An LOI on the desk, a wealth advisors and RIAs target, and a Representations & Warranties Drafting question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.