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Earnouts in M&A Transactions

Earnouts in private merger and acquisition (M&A) transactions provide for a portion of the purchase price to be paid to the Seller contingent upon the target company reaching certain financial targets or performance milestones following the closing.  Earnouts are typically among the most heavily negotiated provisions in a private company acquisition and are highly susceptible to disputes following the closing. In Read More

3 KEY DEAL STRUCTURE ELEMENTS WHEN SELLING TO PRIVATE EQUITY BUYERS

Private equity (PE) firms have many ways of structuring a merger or acquisition deal to entice sellers to get to “yes” in the sale of their business. Each of these structural elements will have a real and significant impact on the actual purchase price a seller will walk away with as well as their rights and obligations post-closing. It’s therefore critical for sellers to closely analyze and understand how structure Read More

SELLING YOUR COMPANY: 3 KEY DEAL ADVOCACIES YOU NEED

You’ve heard it before: when you’re ready to sell your company, your very first step should be to hire a team of seasoned deal professionals. But why? What, exactly, should you expect from your deal team? In a word: advocacy. A professional boxer would not step into the ring without a team to coach and keep him on his feet from start to finish, and neither should you. From taking your company to market through Read More

SELLING YOUR COMPANY: DEBUNKING 5 DEAL MYTHS

You’ve worked hard, probably for years, to build your business. Sweat equity, tears, gut-wrenching decisions, and more missed family celebrations than you care to admit. Now you’re thinking about selling, and this is not the time to take shortcuts. A Harvard Business Review report finds that 70% to 90% of M&A transactions fail, usually because buyers and sellers take shortcuts during the evaluation process. The Read More

Post-Closing Considerations for M&A Sellers

Rarely do private company owners sell their companies, pocket all the cash at closing, and ride off into the sunset to never worry about their business again. Selling owners and key employees of acquired private companies almost always both play a crucial post-closing role in the 2-to-5-year period after the initial sale. The buyer (particularly any private equity buyer) will lean heavily on selling owners and Read More

The Basics of Representations and Warranties Insurance for M&A

Representations and warranties (R&W) insurance, once reserved for public company and higher-market mergers and acquisitions, is becoming more prevalent in lower middle-market private company M&A transactions. Recent trends show that R&W insurance, which provides liability coverage for breaches of representations and warranties made by a seller in an M&A deal, is now being used in an estimated 25% of Read More

Letter of Intent Considerations for Mergers & Acquisitions

Introduction.  A key component to any successful merger and acquisition (M&A) transaction is the letter of intent (LOI).  A thoughtfully negotiated and comprehensive LOI establishes specific and critical deal terms prior to drafting the definitive purchase or merger agreement, rather than engaging in the more arduous process of negotiating deal terms through extensive (and expensive) drafts of those definitive Read More

Pat Linden

Partner See client testimonials for Pat Linden here.pat@lindenlawpartners.comDirect: 303.731.4342Mobile: 303.995.9701 Connect Download vCard Pat Linden specializes in business and transactional law. He spent 15 years with the Denver and Boulder offices of large regional and international law firms before founding his own law firm in 2015. Pat has advised Read More