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…]
Terms to Consider Before Signing an M&A Letter of Intent
Once both sides of an M&A deal have negotiated the terms of the deal, they memorialize that understanding by signing a letter of intent (LOI). The LOI is an important step and should be fully understood [more…]
Major M&A Errors and How to Avoid Them
As with many industries, the mergers and acquisitions business is full of errant opinions. People who have never done a deal before can’t possibly know what to expect, and as a result, many people harbor [more…]
Keep Confidentiality Even After the M&A Letter of Intent Is Signed
Depending on the terms of the letter of intent (LOI), informing outsiders about the deal may be a breach of confidentiality. If one or both of the companies is public, disclosure of this insider information [more…]
Full Disclosure Is the Best Policy When Doing an M&A Deal
One of the biggest mistakes made by Sellers in an M&A deal is thinking that it is the Buyer’s responsibility to discover any problems with the business. It is not. The Seller is obligated to disclose what [more…]
Ways to Structure an Earn-Out to Bridge a Valuation Gap in an M&A Deal
In an M&A deal, the venerable earn-out is a favorite deal component for Buyers because it allows the Seller to prove the company’s profitability. If the company achieves the goals Buyer and Seller agree [more…]
Resolve M&A Valuation Differences: Hire the Seller
To get past the valuation impasse, Buyers are often willing to keep the Seller on as an employee of the company or as a consultant. This arrangement is beneficial for both Buyer and Seller. Buyer receives [more…]
Ways to Solve Valuation Differences in an M&A Negotiation
Valuation is always the million-dollar question — well, often the multimillion-dollar question — in an M&A negotiation. To get past the valuation impasse, here are a few ideas on ways Buyers and Sellers [more…]
Mergers and Acquisitions (M&A) Online Resources
All M&A deal-makers need some extra help, so these resources, advisors, and private equity firms may come in handy. [more…]
Corporate Information Needed for M&A Due Diligence
Once a letter of intent (LOI) has been penned and signed for your M&A deal, the Seller will need to provide information to the Buyer about the company and its status. These are examples of some of the [more…]
Company Operations Information Needed for M&A Due Diligence
The Seller in an M&A deal needs to provide information about every aspect of the company so the Buyer can do her due diligence prior to closing. These are the types of information that Seller will need [more…]
Financial Information Needed for M&A Due Diligence
The amount of information that the Seller needs to provide to a Buyer in an M&A deal frequently catches Sellers off guard. The Buyer needs access to information about all aspects of the company’s business [more…]
Sales and Marketing Information Needed for M&A Due Diligence
The Buyer in an M&A deal needs access to information about all aspects of the company’s business. Access to this information allows the Buyer to do her due diligence. The Seller should be prepared to provide [more…]
Physical Asset Information Needed for M&A Due Diligence
Immediately following the signing of the M&A Letter of Intent (LOI), the Buyer will need access to information about all aspects of the company’s business to do her due diligence. In order to help the [more…]
Intellectual Property Information Needed for M&A Due Diligence
Sellers, don’t get caught off guard by the amount of information needed for M&A due diligence. Immediately following the signing of the M&A Letter of Intent [more…]
Human Resource Information Needed for M&A Due Diligence
Before an M&A deal can close, Buyer has to do due diligence. This means that Seller must provide the volume of company information necessary. To get to the closing table faster, the Seller should be prepared [more…]
Corporate Debt Information Needed for M&A Due Diligence
To complete M&A due diligence, a Buyer needs access to information about all aspects of the business. One of those aspects is debt and financing arrangements. This is a comprehensive list of the kinds [more…]
Tax and Government Filing Information Needed for M&A Due Diligence
Sellers and buyers in an M&A transaction negotiate a period of time — usually no more than 60 days — to conduct due diligence. As long as Seller is prepared to provide access to all the documents that [more…]
M&A Post-Closing Adjustments
Very rarely do Buyer and Seller conclude an M&A deal, walk away, and never interact again. Even though Seller has his money and Buyer has her company, the two sides usually have some post-closing issues [more…]
M&A Contingent Payments
Depending on the M&A deal, contingent payments such as earn-outs, Seller notes, and Buyer stock may be part of the Seller’s proceeds. After the deal is finalized, these contingent payments will require [more…]
How to Handle M&A Breaches
An M&A purchase agreement that doesn’t lay out the process of adjudicating a disagreement is almost certainly inviting problems. Breaches (in other words, post-closing disputes between Buyer and Seller [more…]
M&A Breaches of Representations or Warranties and Claims against Escrow
In a typical M&A purchase agreement, Seller provides Buyer with a slew of promises known as representations (reps) and warranties. A breach occurs when Buyer disputes one of those reps or warranties. Essentially [more…]
M&A Buyer’s Transition Team
In preparation to take over a company in an M&A deal, you should have a dedicated transition team in place. You should begin assembling this team as early as the due diligence phase. This team generally [more…]
M&A Transition: How to Determine the Level of Autonomy
One of the most basic questions you face as a Buyer after the M&A deal closes is, “What the heck should I do with what I just bought?” On paper, combining two entities may seem easy, but in reality, that [more…]
M&A Transition: How to Deal with a Carve-Out
If your M&A deal is a carve-out (a divestiture from another company), you likely have quite a bit of work to make sure the carved-out company is able to operate as a stand-alone entity. Some of the areas [more…]
