M&A Disclosure Schedules: What They Are and Why They Matter

What are Disclosure Schedules? Disclosure schedules are formal legal attachments that accompany the definitive purchase or merger agreement in an M&A transaction. Think of disclosure schedules as a series of exhibits to the definitive agreement. The content of the disclosure schedules is either “incorporated into” the definitive agreement, or it qualifies and supplements the terms and provisions of the Read More

Selling Your Company: The Why of the LOI

First-time sellers often feel pressure to rush into signing a letter of intent, or LOI, submitted by a potential buyer, but the LOI is much more than a box to be checked on the journey to selling your company.  At the LOI stage in a deal, you and your buyer have limited information about each other. You are still getting to know one another, due diligence is just commencing, and the optimal deal structure for both Read More

Selling Your Company: Walk Away for the Best Deal

When you begin negotiations with a potential buyer who is interested in acquiring your company, theoretically the goal is a deal that is fair for both parties. Nonetheless, as we’ve said before, M&A deals can be competitive, messy and even contentious, with each party trying to get a deal outcome that serves their own best interest. Even if you’ve built an exceptional company and are a talented business owner 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

Protective Provisions in LLC Operating Agreements: Why They Matter

Introduction. You came up with the right business idea, formally organized your LLC, are about to raise some seed money from friends and family, and you are ready to prepare the operating agreement for your company.  Or maybe you are a prospective investor, and you believe in the idea and team behind a business operated as an LLC that pitched you for a capital investment. Whether you are a founder or investor, the 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

‘Acqui-Hire’ Transactions: Their Place in the M&A Universe

What Is An Acqui-Hire? The purpose of a typical merger or acquisition is to acquire the customer base and other assets of the target company. However, in certain cases — and in certain industries in particular — companies are acquired exclusively for their labor talent. This type of transaction has come to be known as an “acqui-hire,” and technology companies in Silicon Valley have been utilizing this quasi-hiring 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