When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more
7/1/2025
/ Acquisitions ,
Bids ,
Buyers ,
Contract Terms ,
Corporate Culture ,
Due Diligence ,
Earn-Outs ,
EBITDA ,
Equity ,
Financing ,
Indemnification ,
Letters of Intent ,
Mergers ,
Private Equity ,
Representations and Warranties ,
Sellers ,
Valuation
Since January, multiple fundamental developments have dramatically altered the Title IX landscape, signaling a seismic shift in its interpretation and enforcement. These developments include a rapidly escalating and public...more
Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more
2/25/2025
/ Acquisitions ,
Buyers ,
Contract Terms ,
Dispute Resolution ,
Earn-Outs ,
EBITDA ,
Financing ,
Indemnification Clauses ,
Mergers ,
Private Equity ,
Purchase Agreement ,
Risk Management ,
Sellers
The Federal Trade Commission, the agency that administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced the annual adjustments to its coverage, filing fee, and other dollar-denominated...more
2/20/2025
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Compliance ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Final Rules ,
Hart-Scott-Rodino Act ,
Mergers ,
Penalties ,
Premerger Notifications ,
Reporting Requirements
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more
12/5/2024
/ Acquisitions ,
Buyers ,
Dispute Resolution ,
Due Diligence ,
Escrow Accounts ,
First-Party Coverage ,
Indemnity ,
Insurance Claims ,
Liability ,
Policy Exclusions ,
Premiums ,
Private Equity ,
Purchase Agreement ,
Representations and Warranties ,
Subrogation ,
Third-Party ,
Underwriting
On October 10, 2024, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), adopted final rules overhauling the premerger notification form and filing...more
10/15/2024
/ Antitrust Division ,
Department of Justice (DOJ) ,
Directors ,
Federal Trade Commission (FTC) ,
General-Business ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Lead Supervisory Authority ,
Mergers ,
Popular ,
Premerger Notifications ,
Purchase Agreement ,
Required Documentation
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
10/11/2024
/ Basket Transactions ,
Breach of Contract ,
Buyers ,
Contract Terms ,
Contractual Safeguards ,
Damages ,
Deductibles ,
Escrow Accounts ,
Fraud ,
Holdbacks ,
Imputed Knowledge ,
Indemnification Clauses ,
Indemnity ,
Indemnity Claim ,
Materiality ,
Net Operating Losses ,
Post-Closing Rights ,
Purchase Agreement ,
Representations and Warranties ,
Risk Allocation ,
Sandbagging ,
Sellers ,
Third-Party
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more
9/19/2024
/ Binding Contractual Rules ,
Business Assets ,
Business Expenses ,
Buyers ,
Buying a Business ,
Capital Requirements ,
Employee Retention ,
Escrow Accounts ,
Inventory ,
Operating Costs ,
Purchase Agreement ,
Purchase Price Adjustment ,
Representations and Warranties Insurance ,
Sellers
This article is the first in a series on common issues of critical importance to sellers in private company M&A-
An equity roll is an agreement between a Buyer and a Seller in an M&A deal where the Seller (typically a...more
8/29/2024
/ Buy-Out Agreements ,
Buyers ,
Dilution ,
Economic Growth ,
Equity ,
Exit Strategies ,
Initial Public Offering (IPO) ,
Liquidity ,
Post-Closing Rights ,
Private Equity ,
Sellers ,
Stakeholder Engagement ,
Tax Planning ,
Valuation