Regardless of whether it is a share deal or an asset deal, the underlying contracts usually contain detailed warranty statements from the seller. In the past, the usefulness of the scope and the associated effort was often questioned. Driven by the rapid and highly lucrative exit opportunities in recent years, these warranty statements were, at least for the predominantly commercially minded parties involved, rather a nuisance that unnecessarily delayed negotiations. And now, after the much-heralded turning point?
Suddenly, attitudes towards and the handling of such guarantee declarations have changed abruptly, especially with regard to contracts that have already been concluded. If, as is often the case at present, an originally planned exit strategy cannot be pursued and a new one is not on the horizon, longer holding periods are the result. Short- and medium-term financing must be extended at higher interest rates. Now it is the businesspeople among the real estate players who are reviewing contracts that have already been filed away and searching for economic compensation. This necessity is reinforced not only by internal objectives, but also by external requirements, especially from creditors and financing partners. The partly forced change in strategy from "trade" to "portfolio" brings completely different factors of the original deal into focus, which – fortunately – have mostly become part of the seller's guarantees thanks to the meticulous thoroughness of the lawyers involved. Lawyers, often criticised as "eternal sceptics" in a hectic market, are now back on the scene to check whether factors that are suddenly necessary for the forced change in strategy are reliably present in the portfolio, can be underpinned by seller warranties and reinforced by the legal consequences provided for in the contract. Whether every purchaser can reap the benefits of the seller warranties once signed is a question of the individual case, i.e. the wording of the warranty statements and, in particular, the legal consequences provided for in the event of a breach. In order to fully prepare the acquired portfolio and answer the questions posed by the financing partners, a comparison between guarantees and reality will have to be made in many places in the near future. This may allow one or two portfolios acquired in the recent past to be provided with additional strategic options.

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