Mergers & Acquisitions (M&A) Blog

Price-adjustment clauses may not have the glitz of billion-dollar headlines, but for lawyers and deal teams they are the quiet heroes (or villains) that decide who wins the last few laps of an M&A race. Draft one well and you protect the value you thought you bought. Draft one poorly and you end up in...

Every buy-side modeler, sell-side banker, and corporate development lead has a war story about a deal that looked brilliant in the book yet face-planted in real life. In most of those tales, the culprit is a set of glossy, hockey-stick pro forma numbers whose sheen faded the minute the ink dried. Pro forma financials are...

When dealmakers sit down to hammer out the finer points of an acquisition, working-capital targets rarely steal the spotlight. They should. A single line tucked into the purchase agreement can swing tens of millions of dollars at closing and become the seed of a months-long post-deal dispute. Lately, an eyebrow-raising trend is popping up in...

In every acquisition agreement you will find pages of detailed representations and warranties—the seller’s promises about everything from ownership of the shares to whether the company’s coffee mugs are paid for. A “survival period” is the window of time after closing during which a buyer can still bring a claim if any of those promises...

Imagine this: You and the other side have spent months hammering out the purchase price, working capital targets, earn-out mechanics, the whole nine yards. Everybody’s in the conference room—or on a marathon Zoom call—ready to sign. Then a tax advisor clears her throat and says, “We still have to talk about the withholding tax.” The...

If you’ve ever played poker with a professional, you know the feeling: you’re pretty sure your hand is decent, but somehow the pro keeps nudging the pot in their direction with a quiet cough, a raised eyebrow, or a casual “mind if we slow‑roll that last bet?” Selling a business to a private‑equity (PE) buyer...

When you’re caught up in the excitement of growing a business or preparing for a sale, it’s easy to gloss over the real meaning behind the rows and columns on a capitalization (CAP) table. But that might be a big mistake. Think of a CAP table as a backstage pass to ownership details—one that reveals...