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M&A Due Diligence: Corporate Information

The expanse of due diligence information is far deeper and wider than the information that the M&A offering document, or deal book, provides. The offering document provides enough information for a Buyer [more…]

M&A Due Diligence: Operations and Financial Information

The due diligence portion of the M&A process provides enough information for the Buyer to be able to close the deal. This often includes mind-numbingly boring details. Yet this information is necessary [more…]

M&A Due Diligence: Sales and Marketing Information

Sales and marketing information is key to a successful M&A deal. Who are Seller’s customers, and how does she market to them? Who are her competitors? The following are some of the sales and marketing [more…]

M&A Due Diligence: Real Estate, Facilities, and Other Fixed Assets

Real estate, facilities, and other fixed assets are important considerations when making an M&A deal. The following information is a critical part of the Buyer’s due diligence: [more…]

M&A Due Diligence: Inventory and Intellectual Property

In the due diligence process of an M&A deal, Buyer wants to verify both physical and abstract assets that he will be gaining through the purchase of the business. [more…]

M&A Due Diligence: Suppliers and Human Resources

Buyer should use the time for due diligence in an M&A deal to explore the relationships the company has with other companies and individuals. She should explore information about the company’s suppliers [more…]

M&A Due Diligence: Debt and Taxes

Buyers, unsurprisingly, want to ensure that the finances are as they expected when they proposed the M&A deal. The following are the areas that the Buyer should thoroughly examine as part of due diligence [more…]

M&A Due Diligence: Environmental Concerns

Environmental concerns are an increasingly important part of due diligence in many M&A deals. A consulting firm or other business service company probably doesn’t have an environmental issue. Important [more…]

M&A Due Diligence: Contract Information

Contracts, in other words, the written and oral obligations of the company, are hugely important for any M&A Buyer; she needs to have a clear idea before closing of what contractual commitments her new [more…]

M&A Due Diligence: Insurance, Lawsuits, and Government Paperwork

A Buyer wants to purchase a business that is safe from unnecessary risks. During the M&A process of due diligence, he should check on the Seller’s insurance, lawsuit history, and government paperwork filings [more…]

Trust Your M&A Advisors, but Verify Their Work

Advisors are very important to the M&A process, and while most advisors do a fine job, you may run into one who isn’t doing his best.

As an example, a few years ago an investment banker was representing [more…]

M&A Due Diligence: Requests for Additional Information

Instead of simply responding to request after request from an M&A Buyer who is doing due diligence when selling a company, you should always provide a detailed list of due diligence items and tell the [more…]

The M&A Purchase Agreement

Concurrent with conducting due diligence, Buyer and Seller draft a purchase agreement to memorialize the M&A deal. Although most documents during the M&A process are nonbinding [more…]

How to Navigate the Final M&A Purchase Agreement

M&A purchase agreements are lengthy, detailed documents that can make your eyes bleed if you don’t know how to read one properly. Seriously. They’re dreadful. [more…]

Who Covers the Cost of M&A Due Diligence?

Due diligence is the “open the kimono” time of the M&A deal when the Seller reveals intimate details of the business, including (but not limited to) financials, customer information, pricing detail, sales [more…]

Should You Prolong M&A Exclusivity?

If Buyer is unable to close the M&A deal in the time the letter of intent (LOI) allots, you as Seller should confer with your advisors to determine whether Buyer is having problems that may compromise [more…]

Sections in the M&A Letter of Intent

The letter of intent (LOI) of an M&A deal tells the Seller that the Buyer is interested in going through with the purchase. The LOI lays out the terms for continuing discussions about the deal. [more…]

Sections in the M&A Purchase Agreement

The purchase agreement lays down the terms of an M&A agreement in a binding document. Before this document is finalized, it is important to make sure that it is correct and that you know exactly what the [more…]

M&A Purchase Agreement: What to Bring to Closing

The purchase agreement defines certain items the Buyer and Seller may need to physically bring to the closing of the M&A deal (or deliver ahead of time, if the closing is virtual). [more…]

How to Tell Employees about the M&A Deal

Following the close of the M&A deal, the first order of business for many deal-makers is to announce the deal. Make the announcement to employees and the media as soon as possible after confidentiality [more…]

M&A Buyer: First Impression with Employees

If you haven’t coordinated with the Seller to make the M&A announcement together, you should get in front of the employees as soon as possible; no more than a few days should elapse between the deal closing [more…]

How to Make a Media Announcement after You Close Your M&A Deal

Just because the M&A deal is closed and employees have been informed doesn’t mean all the work is done. You need to announce the deal to the rest of the world. And in most cases, both Buyer and Seller [more…]

M&A Culture Transition: Communication Methods

Another cultural difference that could pop up after an M&A deal is in how management communicates with employees. In a very general sense, cultures in Latin America, Asia, and the southern United States [more…]

Plan to Tie Up Loose Ends after an M&A Closing

Closing a deal really doesn’t mean the deal is completely closed on closing day. That’s a reality of M&A. In most deals, Buyer and Seller have little bit of work to conduct after the deal closes. [more…]

Mergers & Acquisitions: Four Things to Consider Prior to Signing a Letter of Intent

Moving forward with an M&A deal means that both sides sign a letter of intent (LOI). Although the LOI is an important step, rushing and carelessly signing an LOI without fully understanding it can create [more…]

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