Compliance Reps and Warranties: Verification and Enforcement

The phrase “trust but verify” may be an overused trope, but it has relevance in the realm of compliance representations (reps) and warranties. Even as corporations promise that they are in compliance with applicable bribery and corruption laws – and warrant that they will maintain a compliance program, policies, procedures and controls to continue to adhere to these laws – it is prudent not to take these assurances at face value. This third article in a four-part series on compliance reps and warranties looks at how a party can verify compliance and seek remedies for contract breaches. The first part in the series addressed the relevance and lifespan of compliance reps and warranties; the second article discussed negotiations; and the final installment will cover changes that should be made to these provisions as risks shift. See our series on risk assessments in Trump 2.0: “Back to Basics” (Aug. 27, 2025), “Reassessing in the Great American Reset” (Sep. 24, 2025), “Who and When” (Nov. 5, 2025), and “Employing Data and Emerging Technologies” (Dec. 31, 2025).

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