Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more
This year’s M&A Report offers a detailed review of the M&A market and outlook, including a breakdown by various geographies and industry sectors. We examine what might be in store with antitrust and CFIUS under the Trump...more
In most M&A deals involving private targets (including the sales of divisions of publicly traded companies), the purchase agreement will include a baseline dollar value for the target, with several adjustments. Often, the...more
The M&A landscape is beginning to evolve, with shifts in market dynamics shaping deal terms and bargaining dynamics for 2024 and beyond....more
What is the typical size of an adjustment escrow? A common rule of thumb is 1% of overall deal value, but the size varies depending on deal value and the underlying characteristics of the business (including the net working...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
In mergers and acquisitions (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains provisions for post-closing purchase price...more
Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...more
Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the...more
Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: - Purchase price adjustments continue to be commonplace in M&A agreements. In...more
Buyers, sellers, their counsel and other advisers sometimes give short shrift to post-closing adjustment provisions in M&A deals; however, it’s important to make sure that language and calculation methods are clear and don’t...more
Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are...more
Navigating M&A transactions can be a challenge in the best of times. Unfortunately, it would be difficult to call this the “best of times” from a business perspective given the current COVID-19 pandemic...more
A recent opinion from the Delaware Court of Chancery reinforces the importance of using clear language when drafting dispute resolution clauses. In Agiliance, Inc. v. Resolver SOAR, LLC, No. 2018-0389-TMR, 2019 Del. Ch. LEXIS...more
In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more