| This article is part of Fenwick's "Buy-Side M&A Playbook" series, published as part of the Silicon Valley Defense Group's Industry Collaboration Toolkit. Access the full playbook here. |
After completing due diligence, the next step in an M&A deal is drafting definitive agreements. These documents formalize the transaction and outline key obligations for both parties.
Structuring the Purchase Agreement
The purchase agreement should address:
- Payment terms, including earnouts or deferred compensation
- Representations and warranties to protect against undisclosed risks
- Indemnity clauses covering regulatory violations or legal disputes
- Government contract novation & security clearances
If government contracts require novation, the agreement should specify how the parties will handle the process. Additionally, buyers should confirm that key personnel with security clearances will remain post-acquisition.
Pre-Closing Regulatory Approvals
Before closing, buyers may need CFIUS approval, export control compliance confirmations, or other regulatory sign-offs. The agreement should define closing conditions related to these approvals to prevent unexpected delays.
By ensuring definitive agreements are comprehensive and aligned with regulatory requirements, buyers can avoid complications post-closing.
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