Remove 2005 Remove Acquisitions Remove Negotiation
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Interview with HVAC Seller – Pete Korellis

Sun Acquisitions

My wife and I purchased the business in 2005. Interesting that my father tried to sell the business without a broker (circa 2005) and was very frustrated. Drawing from that experience, I hired Sun Acquisitions after we agreed on the market price of the business. We received multiple offers and negotiated the best one.

Broker 52
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Use of Knowledge Qualifiers for Representations and Warranties

What's Market

Market Trends: What You Need to Know As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: “Knowledge” is now almost always defined in private company transaction agreements. The parties must still negotiate the scope of the seller's knowledge.

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Sandbagging Provisions

What's Market

Market Trends: What You Need to Know “Sandbagging” concepts are often the subject of intense negotiation in M&A transactions. Looking at prior ABA studies, the number of deals with pro-sandbagging provisions dropped from a high of 56% in the 2005 study to a low of 29% in the current, 2021 study.

M&A 52
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Indemnity Baskets

What's Market

Introduction In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the seller with respect to the target company.

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10(b)(5) & Full Disclosure Representations

What's Market

When full disclosure representations are included in mergers and acquisitions (M&A) agreements, they are almost always alongside, and rarely seen in the absence of, a 10b-5 representation. The choice of provision to be included depends on the relative negotiating strength of the parties. Observations. ” Observations.

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Representations & Warranty Insurance

What's Market

Market Trends: What You Need to Know RWI is an increasingly important feature of private company merger and acquisition transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Points Studies (the “ABA studies”).

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No Undisclosed Liabilities Representations

What's Market

Market Trends: What You Need to Know As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Mergers and acquisitions (M&A) purchase agreements almost universally include a “no undisclosed liabilities” (NUL) representation. The chart below shows these trends.