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Rollover Structures in M&A Transactions

Private equity (PE) investors often require certain founders or sellers to exchange or “rollover” a percentage of their equity into the buyer of the business (or into a fund or holding company controlled by the PE investor). A similar rollover structure might involve the sellers being required to “co-invest” with the buyer by directly reinvesting (or rolling) a portion of the cash received by the sellers into a 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

Oliver Luck vs. Vince McMahon: Key Takeaways For Executives/Companies Negotiating Employment Agreements (as published in Forbes)

Oliver Luck Vs. Vince McMahon: Key Takeaways For Executives/Companies Negotiating Employment Agreements (as published in Forbes) The recently filed Oliver Luck v. Vince McMahon lawsuit is a high-profile case between nationally known businessmen (particularly McMahon), but there are everyday takeaways that can serve any company or executive well when negotiating high-stakes employment contracts. Namely, Luck Read More