When selling a privately held company, one of the most overlooked—and misunderstood—elements of the deal is indemnification. While most sellers focus on the headline purchase price, the reality is that indemnification terms often determine how much of that price sellers actually retain after closing.
In the world of mergers and acquisitions (M&A), transactions involve multiple stages of negotiation and documentation before reaching a final agreement. One of the most crucial preliminary documents in this process is the Letter of Intent (LOI).
In M&A transactions, representations and warranties (“reps and warranties” or “R&Ws”) often get treated as standard contract language. But for sellers, these clauses have real teeth—and real consequences. They allocate risk, drive post-closing liability, and shape the buyer’s perception of the business.
In the world of mergers and acquisitions (M&A), transactions involve multiple stages of negotiation and documentation before reaching a final agreement. One of the most crucial preliminary documents in this process is the Letter of Intent (LOI).
At Linden Law Partners, we regularly guide business owners and investors through the complexities of mergers and acquisitions (M&A), including the strategic use of rollover equity.
Earnouts are a common mechanism in mergers and acquisitions (M&A) transactions that bridge valuation gaps, incentivize sellers, and mitigate buyer risk. These contingent payments, typically based on the post-closing performance of the acquired business, serve as a powerful tool for aligning the interests of both parties. While earnouts offer significant benefits, they also introduce complexity.
