Merger & Acquisition Documents

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M&A Letter of Intent: Valuation and Deal Structure

Valuation is the key number everyone looks for in an M&A deal. Usually the valuation appears in the third or fourth paragraph of the LOI (letter of intent). [more…]

A Few Terms to Include in an M&A Letter of Intent

Although no one-size-fits-all approach applies to writing an M&A letter of intent (LOI), the basics include some boilerplate legalese and some detail about the specific deal at hand. [more…]

M&A Letter of Intent: Financing Contingency

Most letters of intent (LOI) contain some info about where Buyer proposes to obtain the dough needed to effect the M&A transaction. Sellers should pay very careful attention to this part of the LOI. The [more…]

Terms and Conditions in an M&A Letter of Intent

The letter of intent (LOI) lays the foundation for the M&A deal as it moves forward. Here are some of the sections you should make sure you include in a LOI as part of any deal: [more…]

M&A Letter of Intent Sections

Although many things in the M&A world — an indication of interest, a term sheet, a phone call where Buyer says, “We’re interested and we’re willing to pay [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…]

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…]

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…]

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…]

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…]

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