A Sharper Focus: Exploring VC Side Letters
JD Supra: Mergers
JANUARY 22, 2025
By: Troutman Pepper Locke
Closing with Confidence: Representations and Warranties Insurance in M&A
JD Supra: Mergers
SEPTEMBER 5, 2024
RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents, which are often a contentiously negotiated aspect of a purchase agreement. By: DarrowEverett LLP
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What's Market: Target Legal Opinions
JD Supra: Mergers
SEPTEMBER 10, 2024
In all types of business transactions, the parties rely heavily on their own counsel to negotiate business and legal points, and to draft the transaction documentation to reflect the agreed-upon terms.
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Are Partner Retirement or Withdrawal Provisions in Governing Documents Subject to Section 409A of the Internal Revenue Code?
JD Supra: Mergers
OCTOBER 12, 2023
As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how these issues may impact M&A deal structures and negotiations. By: Levenfeld Pearlstein, LLC
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Key Considerations in Review of NDAs as a Buyer
JD Supra: Mergers
AUGUST 1, 2024
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement ("NDA"). By: Winstead PC
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What Documents Are Needed To Sell A Business?
Sun Acquisitions
MARCH 8, 2022
One of the first questions a seller often asks is, “What documents are needed to sell a business?”. We’ve split the required documents as follows: A checklist of the legal documents needed to sell a business. A checklist of the financial documents needed to sell a business. Legal Documents Needed to Sell a Business.
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FTC Issues Final Rule Overhauling and Increasing the Burden of HSR Filings
JD Supra: Mergers
OCTOBER 14, 2024
After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be submitted as part of the parties’ premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements (HSR) Act.
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Disclosure Schedules: What Are They and How Do They Fit into My Deal?
JD Supra: Mergers
MAY 22, 2024
Whether, as part of the management of your startup, you are tasked with driving an equity or debt financing to closing or with gearing up for an exit event, disclosure schedules will be one of the many documents that you will negotiate and deliver as part of your deal. By: Pillsbury - Propel
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Our startup handles a lot of user data. What privacy, security, or compliance documentation will acquirers expect us to provide (e.g., GDPR policies, SOC 2 certification)?
iMerge Advisors
APRIL 15, 2025
Summary of: What Privacy, Security, and Compliance Documentation Will Acquirers Expect? In this article, well outline the key privacy, security, and compliance documentation that buyers especially private equity firms and strategic acquirers expect to see during due diligence.
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The Crucial Documents Shaping Your Company Sale
Benchmark International
OCTOBER 2, 2023
So much hard work goes into negotiating the deal and agreeing the Heads of Terms (Heads) or Letter of Intent (Loi), it’s critical the deal is properly managed, and the legal contracts fairly negotiated to ensure the deal happens!
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The Impact of Cloud Technology on Corporate Dealmaking
Midaxo
AUGUST 25, 2023
Seamless Collaboration and Due Diligence Gone are the days of exchanging mountains of physical documents and spreadsheets during the due diligence process. As a result, negotiations and decision-making can be conducted with greater speed and accuracy, minimizing delays and ensuring a smoother deal closure.
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The Art of Negotiating in Mergers and Acquisitions
Sun Acquisitions
APRIL 3, 2024
Whether you’re looking to expand your company’s reach or considering the sale of your business, effective negotiation is a crucial skill. Negotiating in M&A involves a delicate balance of strategy, communication, and creativity. Preparation is Key: The foundation of successful negotiation is thorough preparation.
What are the best practices for negotiating a business sale?
Lake Country Advisors
APRIL 15, 2024
A successful business sale hinges on solid negotiation skills. Best Practices for Negotiation of the Sale of Your Business Negotiating the sale of your business will impact your financial future and your company’s legacy. Prepare documentation. Thorough documentation should support your valuation.
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What does an M&A lawyer do?
The M&A Lawyer
AUGUST 23, 2015
Core competencies include: strategic thinking, negotiation, multitasking, delegation, organization, complex drafting, attention to detail and. She may be an in-house attorney but is more often an M&A specialist practicing with an outside law firm. In many respects, an M&A lawyer is a legal jack of all trades.
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EU countries mull 20-year tax holiday for jet fuel, document shows
Global Banking & Finance
SEPTEMBER 6, 2024
By Kate Abnett BRUSSELS (Reuters) – European Union countries are considering delaying the introduction of EU-wide taxes on polluting aviation fuels for 20 years, as they seek a breakthrough on tax reforms that have been negotiated for years with little progress, a draft document seen by Reuters showed.
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Mastering the Art of Expert Deal Negotiation
MergersCorp M&A International
JANUARY 9, 2024
Mergers and acquisitions (M&A) transactions can be complex and require careful negotiation to ensure both parties involved in the deal are satisfied with the outcome. With a team of experienced professionals, the company is equipped to handle all aspects of the M&A process, including deal negotiation.
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What is a Term Sheet? Term Sheet Template and Negotiation for SaaS Businesses
Software Equity Group
SEPTEMBER 24, 2024
A term sheet is often used in the early stages of negotiating a venture capital investment or M&A transaction. Since SEG often helps facilitate term sheet discussions, we’ll also share some practical guidance on how to negotiate them and a term sheet template to show you what they look like. What is a Term Sheet?
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Key Negotiation Points to Consider When Selling a Business
Sun Acquisitions
JULY 10, 2023
To achieve this, there are several key negotiation points you will need to consider in the process. This post will explore key negotiation points that will help you navigate the sales process and achieve the best outcome. Valuation One of the key negotiation points you should consider when selling your business is the valuation.
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How to Negotiate the Terms of a LOI for Purchasing a Business
Devensoft
JUNE 13, 2023
Purchasing a business is a significant decision that requires careful planning and negotiation. One of the most critical steps in the acquisition process is negotiating the letter of intent (LOI). A letter of intent is a document that outlines the basic terms and conditions of a proposed transaction between a buyer and a seller.
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What You Need to Know Before Entering Into Contractual Negotiations for Your Manufacturing Business Sale
Sun Acquisitions
FEBRUARY 12, 2023
Contractual negotiations can be a complex process, especially when it comes to selling a manufacturing business. Make Sure Documentation Is in Order Organizing evidence of how you achieved success over time will help potential buyers understand what type of value they stand to gain by entering into negotiations with you.
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Top Tips for Negotiating the Sale of a Manufacturing Business
Sun Acquisitions
FEBRUARY 3, 2023
Negotiating the sale of a manufacturing business can be highly stressful, but it is possible to get through it with minimal stress when armed with the right tips and strategies. To help ensure a better outcome for all parties involved, here are some top tips for negotiating the sale of a manufacturing business.
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Navigating Buyer Options, Key Deal Terms, and the Process
Focus Investment Banking
FEBRUARY 4, 2025
What are the key terms I should negotiate in a sale or investment deal? Negotiation goes beyond just the price. To ensure fairness, buyers and sellers agree on a working capital peg during negotiations. Legal : Corporate documents, legal issues, compliance with regulations.
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The 11 Concepts And Ideas I Learned From Interviewing ChatGPT On How To Buy A Business.
How2Exit
FEBRUARY 23, 2023
It is also important to be proactive and persistent in the negotiation process. Effective negotiation is an important skill for any entrepreneur and can be especially valuable in the process of acquiring a business. Negotiating with empathy is an important part of successful negotiation.
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M&A in the Digital Age: How Tech is Supercharging Dealmaking
Sun Acquisitions
NOVEMBER 26, 2024
Virtual data rooms (VDRs) and AI-powered document review tools have revolutionized the game. VDRs offer secure, cloud-based platforms for storing and sharing vast documents. At the same time, AI can analyze contracts, financial statements, and other critical documents with superhuman speed and accuracy.
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Helping Business Owners Achieve Successful Exits: Proven Strategies for a Smooth Transition
How2Exit
JULY 29, 2024
Christine rounds out the conversation by sharing her insights on negotiation tactics and how to uncover a business’s value, making this episode a must-listen for aspiring entrepreneurs and seasoned business owners alike. – Christine McDannell "Negotiation is a muscle that you build.
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The M&A Lawyer Blog Publishes Forms Database
The M&A Lawyer
OCTOBER 19, 2016
Each document in our M&A forms database is available for purchase in Microsoft Word format and reflects what is, in my opinion, a reasonable starting point for drafting and negotiation. That is not to say that each document is ideally suited to every circumstance or to your specific transaction. Ancillary Documents.
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Creating an M&A Playbook with ChatGPT as Your Consultant
Midaxo
APRIL 25, 2023
What would be good an outline for a document defining our M&A objectives? How to outline the process for negotiating deal terms and determining valuation? It provides a strategic roadmap for identifying, evaluating, negotiating, and integrating potential M&A transactions. How to develop an acquisition strategy?
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11 Lessons We Learned About Protecting Assets and Risks in M&A by Interviewing Joe Prencipe
How2Exit
MARCH 7, 2023
Additionally, an attorney can help to negotiate and draft the necessary documents to ensure that the deal is legally sound. Additionally, an attorney can help to negotiate the terms of the agreement and ensure that all parties are in agreement. Signing documents without having them reviewed by an attorney is also a mistake.
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How Issac Qureshi Built an E-Commerce Empire: Mergers, Acquisitions, and Leveraged Buyouts
How2Exit
OCTOBER 28, 2024
Key Takeaways: M&A Skills Transferability : The skills acquired in large-scale M&A are highly transferable to acquiring smaller e-commerce businesses, with the main variance being in the volume of documentation. Qureshi explains, "We built very, very strong supplier relations… work with us to achieve that."
9 Things We Learned About the Legal Side Of Acquiring Businesses From Interviewing Joel Ankney - Attorney and Author in the SMB M&A and Commercial Real Estate
How2Exit
MARCH 1, 2023
Joel believes that a lot of the stuff that people uncover during the negotiation process should have been known before the negotiations process. In addition to understanding the process and managing the professionals, it is important to have an attorney review the documents before they are sent out.
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How can I safely share our proprietary source code and technical documents with a potential acquirer while still protecting our trade secrets if the deal falls through?
iMerge Advisors
APRIL 15, 2025
Summary of: How to Share Proprietary Code and Technical Documents with a Potential AcquirerWithout Losing Your Trade Secrets For founders and CEOs of software companies, few moments are as strategically delicate as sharing proprietary source code and technical documentation with a potential acquirer.
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How to Sell a Manufacturing Business: 10 Crucial Steps to Know
Lake Country Advisors
FEBRUARY 16, 2024
Asset valuation plays a pivotal role in determining the overall worth of a business, influencing potential buyers’ decisions and negotiations. Clear and organized financial documentation not only speeds up the selling process, but also gives potential purchasers confidence. This ensures a smoother negotiation process.
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Will a buyer expect us to have audited financials or GAAP-compliant statements? What financial documentation might I be overlooking as we prepare for a sale?
iMerge Advisors
APRIL 14, 2025
But in nearly all cases, the quality and clarity of your financial documentation will directly impact valuation, deal structure, and buyer confidence. What Financial Documentation Are You Overlooking? A well-documented EBITDA bridge can materially impact valuation. Here are several that should be on your radar: 1.
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What last-minute issues or negotiations should I expect right before closing an acquisition deal (for example, purchase price adjustments, escrow holdbacks, IP warranty clauses)?
iMerge Advisors
APRIL 14, 2025
Even after months of diligence, negotiation, and documentation, the final 5% of the deal often requires 50% of the effort. At iMerge, weve advised on hundreds of software and technology transactions, and weve seen firsthand how last-minute negotiations can either derail a deal or solidify a successful exit.
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10 Concepts You and I Can Learn About Buying Businesses in the UK From How2Exit's Interview With John Andrews - London Attorney
How2Exit
MARCH 21, 2023
This process involves researching the business’s financials, legal documents, and other relevant information. Another important part of due diligence is researching the legal documents associated with the business. This includes contracts, leases, and other documents that are relevant to the business.
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Navigating the Exit: A Mid-Market Owner’s Guide to Crafting an Exit Strategy
Sun Acquisitions
SEPTEMBER 16, 2024
Document Processes and Systems: Documenting your business’s processes, systems, and intellectual property is essential for a smooth transition during an exit. Create comprehensive operational manuals, employee handbooks, and proprietary technology documentation to ensure the continuity and transferability of critical assets.
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Unleashing Corporate Development Success: Programmatic M&A Strategies and Cloud Technology
Midaxo
DECEMBER 20, 2023
With cloud technology, collaboration becomes much easier, allowing teams to collectively analyze data, conduct scenario planning, and refine their strategic approach all based on a single, shared set of deal documents and communications. Cloud technology offers a scalable infrastructure to manage and analyze vast amounts of data efficiently.
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10 Concepts We Can Learn About Selling Your Business From How2Exit's Interview W/ Jim Afinowich Managing Partner IBG Fox& Fin W/ over 1100 deals
How2Exit
APRIL 4, 2023
The buyer should make sure that the business is ready to be sold and that the seller has the necessary documents and information to make the sale successful. Concept 7: Negotiate Golden Handcuffs Negotiating golden handcuffs is a strategy often used by private equity firms when buying a business.
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Is Now the Best Time to Sell My Business in 2023?
Lake Country Advisors
AUGUST 7, 2023
Negotiating the Sale Once potential buyers have expressed interest, the negotiation phase begins. Effective negotiation strategies can help you secure the best terms and prices for your business. Effective negotiation strategies can help you secure the best terms and prices for your business.
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What is a Proforma Invoice? Why and How to Use it?
Razorpay
OCTOBER 8, 2024
A proforma invoice is a preliminary or initial document issued by a seller to a prospective buyer before a sale is completed. These invoices offer buyers a clear view of the proposed transaction conditions and allow for negotiations before closing the deal. This promotes healthy connections and seamless interactions.
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Guide to Buying into a Business as a Partner
Lake Country Advisors
OCTOBER 31, 2024
A local business broker can be invaluable in identifying opportunities, assessing the business’s financial health, and negotiating on your behalf to ensure a smooth transaction. Negotiating Partnership Terms Negotiating partnership terms is a critical step that prevents future misunderstandings.
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Navigating the Legal Maze of M&A Transactions: A Comprehensive Guide
Sun Acquisitions
AUGUST 16, 2024
From negotiating deal terms to conducting due diligence and securing regulatory approvals, the legal aspects of M&A play a crucial role in the success or failure of the transaction. Negotiating robust dispute resolution mechanisms and indemnification provisions is essential to managing contractual risks.
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Closing the Deal: Finalizing the Sale of Your Business
Sun Acquisitions
SEPTEMBER 18, 2023
Understanding the value of your business will help you set a realistic asking price and negotiate effectively with potential buyers. These experts will help you navigate negotiations, draft contracts, ensure legal compliance, and maximize the value of your deal. Be prepared to compromise while protecting your interests.
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Sourcing Off Market Deals: Setting the First Call and Trying To Avoid the GFYs
How2Exit
SEPTEMBER 26, 2023
These deals offer unique advantages, such as faster transactions, potential tax benefits, and the ability to negotiate favorable terms. This exclusivity can lead to better negotiation opportunities, favorable terms, and the potential for higher returns on investment. rn Why Go Off-Market?
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