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
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
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