Mergers & Acquisitions

We handle mergers, asset purchases and sales, equity purchases and sales, and many other complex business combinations for buyers and sellers, providing tailored legal support throughout the M&A process.

Representations and warranties in M&A transactions are statements and warranties made by the seller about the condition and operations of the business being sold. These provisions form the basis for indemnification, protecting the buyer from potential post-closing liabilities. At Linden Law Partners, we carefully draft, review and negotiate representations and warranties to confirm their accuracy and their conformity with prevailing market standards, ensuring our clients are protected and informed throughout the transaction.

Earnouts provisions tie a portion of the purchase price to the future performance of the acquired business. They ordinarily serve as a compromise to bridge a valuation gap between buyers and sellers. Earnouts are typically based on obtaining specific financial metrics such as revenue or EBITDA targets over a defined period. At Linden Law Partners, we frequently help structure and negotiate earnouts to make them clear, transparent and achievable.

Working capital adjustments in M&A transactions are mechanisms used to ensure the acquired business has a normalized level of working capital at closing. This adjustment accounts for changes in current assets and current liabilities between a target working capital amount and the actual working capital calculated after the closing.

Indemnification provisions protect buyers and sellers from potential losses arising from breaches of representations, warranties, or covenants post-closing. Indemnification ensures that any unforeseen liabilities or issues arising after the deal is closed are addressed, providing financial protection and risk mitigation for the parties involved. At Linden Law Partners, we negotiate indemnification terms to limit our clients’ exposure and safeguard their interests.

Rollover equity allows sellers to retain a stake in the business or the buyer post-sale, aligning their interests with the buyer’s future success. This structure can be advantageous as it provides sellers with potential for additional returns based on the future growth and performance of the business. At Linden Law Partners, we ensure that rollover equity terms are carefully structured and negotiated to protect and enhance the investment positions of clients with respect to their rolled equity.

Selling founder employment agreements are key in M&A transactions as they often include provisions that affect the continuity of the target business post-closing and can impact a seller’s rollover equity. Properly structured employment agreements ensure that founders remain motivated and aligned with the acquired company’s future success, while also protecting them and their rollover equity in unforeseen events like being terminated “without cause” or resigning for “good reason.” At Linden Law Partners, we specialize in developing strategic and thoughtful employment agreements that protect the interests of selling founders and buyers alike while aligning with the overall goals of the deal.

Disclosure schedules contain detailed information that outline exceptions to the representations and warranties made by sellers in M&A deals. The accuracy of these schedules is crucial as they help ensure sellers do not breach their representations and warranties, highlight potential issues with the acquired business, and minimize the likelihood of post-closing disputes. At Linden Law Partners, we thoughtfully prepare and review disclosure schedules to protect the interests of our clients.

Prevailing market trends for deal terms in M&A transactions impact the negotiation and structure of deals. These trends include current practices regarding valuations, indemnification caps and baskets, earnout structures, rollover equity arrangements, and representations and warranties. Staying attuned to these trends is essential for negotiating favorable terms and achieving successful outcomes. At Linden Law Partners, we leverage our deep understanding of prevailing market conditions to advise clients and structure deals that align with the latest trends, ensuring competitive and advantageous terms.

Several common deal myths can mislead sellers and impact the success of their deals. These myths include the belief that the highest offer price is always the best, that the process will be quick and easy, that confidentiality is always maintained, that any advisor will do, and that post-closing seller involvement is minimal. At Linden Law Partners, we debunk these myths by providing sellers with realistic expectations and strategic guidance, ensuring they are well-prepared and informed throughout the transaction process. Understanding and avoiding these misconceptions can significantly enhance the chances of achieving a successful and favorable M&A deal.