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Rollover equity does not always participate equally in a future exit. Preference stacks, liquidation waterfalls, and capital structure priorities can reduce or eliminate founder returns. This video explains how equity is distributed in private equity...
The announced purchase price in an acquisition rarely reflects what the seller ultimately receives. Earnouts, escrows, rollover equity, adjustments, and fees all affect proceeds. This video explains why founders should evaluate net outcomes rather than...
Earnouts can bridge valuation gaps, but they frequently fail to pay out as expected. Buyers may control the business after closing, influence financial results, or structure targets that are difficult to achieve. This video explains...
Buyers often describe rollover equity documents as “standard,” but those terms are frequently designed for employees, not founders reinvesting millions of dollars. Repurchase rights, forfeiture provisions, and lack of governance rights can dramatically reduce the...
Although Letters of Intent are often described as non-binding, they can significantly restrict a seller’s leverage once exclusivity begins. Buyers gain time, access, and negotiating advantage while founders become invested in closing. This video explains...
Rollover equity is often presented as a second opportunity to participate in future upside, but the terms matter. Founders may be subject to repurchase rights, forfeiture provisions, or unequal economic rights that significantly reduce value....
Real leverage in an M&A negotiation comes from the ability to walk away. Once exclusivity begins and diligence is underway, that leverage often disappears. This video explains how founders can preserve negotiating power early in...
Many founders underestimate the importance of the Letter of Intent (LOI), assuming the real negotiation happens later. In practice, the LOI often sets the framework that governs leverage, structure, and risk allocation throughout the deal....
Working capital adjustments are one of the most misunderstood and financially significant parts of selling a business. Many founders assume the purchase price they see in the headline is what they will actually receive, but...
Rollover equity can disappear if it is tied to employment, subject to repurchase rights, or structured behind senior claims. Founders often assume their percentage ownership guarantees value, but the capital structure and legal terms determine...
Earnouts often look attractive in letters of intent, but many founders never receive the full payout. Buyers frequently include large earnout figures without defining clear performance metrics, operational control, or accounting rules. In this video,...
Many founders accept rollover equity terms without fully understanding governance rights, vesting provisions, or transfer restrictions. These structural details determine whether the rollover becomes meaningful upside or illiquid paper. This video outlines common structuring mistakes...
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