M & A Monday

  • Non-Disclosure Agreements: The Beginning of a Deal

    May 20, 2018

    Sellers and Buyers want to negotiate, but need to protect themselves in the event a deal is not completed. The Non-Disclosure Agreement, or NDA, is the key to opening meaningful conversation, while protecting valuable interests. There are several topic areas you should expect to address in an NDA, though Sellers and Buyers each have their […]

  • Should You Sell Your Business to Your Employees?

    July 31, 2017

    The sale of a business to its employees can be both rewarding and challenging for a business owner. On one hand, this type of sale is an opportunity to transition the company to people who are an integral part of the operation, which can help ensure a smooth transition. On the other hand, the employees […]

  • Selling Your Business to a Family Member

    June 12, 2017

    Business owners can spend decades building the value of their business with the intention of one day transitioning that business to a family member. There are a number of key considerations to evaluate when planning the sale of your business to the next generation. First, you can never start planning too early. There are many […]

  • Should I Sell My Business to Private Equity?

    May 15, 2017

    Business buyers come in all shapes and sizes.  A private equity (PE) group may be a better fit than an individual, family office, management team or family members, depending on the seller’s key goals. Generally, PEs are well capitalized and often can pay a higher multiple than a non-PE financial buyer.  For sellers who seek […]

  • Selling Your Business to a Strategic Buyer

    April 17, 2017

    The sale of a business to a strategic buyer is very different from a sale to a private equity firm or a financial buyer. The latter two types of buyers are usually looking to acquire a target business for the purpose of building in certain efficiencies or investing in the company for growth and then […]

  • What are Sandbagging and Anti-Sandbagging Clauses?

    April 10, 2017

    To close our discussion of representations and warranties, I want to provide a brief overview of sandbagging and anti-sandbagging clauses. A sandbagging clause allows a buyer to sue the seller after closing for a breach of a seller representation and warranty that the buyer knew about prior to closing. An anti-sandbagging clause prohibits a buyer from […]

  • Fundamental Representations and Warranties

    March 27, 2017

    Continuing with the theme of representations and warranties, this week’s M&A Monday update is about fundamental representations and warranties, survival periods, and caps. In many deals, some representations and warranties are deemed to be more important than others. Those representations and warranties that are most important are termed “fundamental representations and warranties.” The determination of […]

  • What are the differences between qualified and unqualified representations and warranties?

    March 20, 2017

    As discussed last week, representations and warranties are truths or assertions made by a party to a purchase agreement. Representations and warranties can either be qualified or unqualified and are often used to shift risk between the seller and the buyer. The following seller representation and warranty is unqualified: “The company’s financial statements are GAAP-compliant.” […]

  • What Are Representations and Warranties and Why Do We Have Them?

    March 13, 2017

    Representations and warranties are assertions or assurances given by the parties to the agreement. While most purchase agreements contain representations and warranties from seller and buyer, the seller representations and warranties typically are the most extensive and more important. The seller representations and warranties are assurances by the seller about the company and, in the […]