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
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