Anyone who has ever shepherded a company through a financing round—or sat across the table from a buyer in an M&A closing room—knows that the seemingly mundane language of an operating agreement can make or break a transaction. One clause, in particular, sneaks up on founders and minority investors more than any other: drag-along rights....
Every seller knows the dance: inflate adjusted EBITDA just enough to wow prospective buyers without crossing the line into fantasy. In the heat of a fast-moving mergers and acquisitions (M&A) process, those tidy little “adjustments” can look like free value, especially when a banker’s deck shows a dramatic multiple of a bigger number. The problem?...
Do visions of a celebratory closing dinner dance in your head while a stack of pre‑deal tasks begs for attention? You’re not alone. Many owners, CEOs, and corporate‑development leads view the Letter of Intent (LOI) as the official starting pistol for an M&A transaction. In reality, the deal’s fate is largely sealed well before any...
If you’ve ever been part of a mergers and acquisitions (M&A) transaction, you’ve likely heard all sorts of buzz around preparing and maintaining a data room. Some might even call the process akin to burying seller secrets in a “digital graveyard,” never to see the light of day again. It sounds dramatic, but it underscores...
Sometimes, the prospect of acquiring a business feels almost like an adrenaline rush—full of possibility, growth, and the promise of expanding your empire. But if there’s one lesson I’ve learned from being involved in (and observing) countless mergers and acquisitions, it’s that a deal has as much potential to fizzle as it does to flourish....
If you’ve spent any time in the mergers and acquisitions (M&A) arena, you know that not every potential deal pans out. Some start with a bang and fizzle out once you get into the nitty-gritty. Others look too good to be true—and they usually are—when you dig into the finances or realize the culture fit...
Private equity firms have a certain mystique about them. Some people imagine a group of slick Wall Street types swooping into successful companies, squeezing out profits, and then moving on to the next big deal. Others envision a more respectable, methodical enterprise that identifies undervalued businesses, helps them grow, and then reaps the rewards years...
Acquiring a new company often feels like embarking on an exciting journey toward growth and expansion. You pore over financial statements, look into market trends, and examine how the new purchase can fit into your larger portfolio or strategic vision. But despite all that effort, you may still discover—sometimes only after closing the deal—that your...
I learned my first big lesson about mergers and acquisitions when I was fresh out of college, sitting in on a deal that should have crashed and burned. The company I worked for was a mid-sized firm looking to absorb a smaller competitor. Our lead negotiator wasn’t the stereotypical whiz kid with an Ivy League...
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