Partner Clare O’Brien (New York-Mergers & Acquisition) participated in a discussion with Pinheiro Neto M&A partner Marcelo Viveiros de Moura on certain aspects of M&A transactions involving public and private companies in Brazil and the United States on December 5 at the São Paulo office of Pinheiro Neto Advogados. Clare discussed certain aspects of U.S. transactions that were most different from Brazilian transactions, including the prevalence of representation and warranty insurance in the U.S. private company transactions, the use of unquantified “material adverse effect” qualifiers and the “fiduciary out” provisions in U.S. public company transactions.