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
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
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