Unlock the secrets of private credit in lower middle market M&A. This guide for sellers, buyers, and advisors reveals the advantages of private credit for acquisitions, from higher valuations to faster deals. Learn critical pre-closing legal strategies, including reverse termination…
Monthly Archives: June 2025
Private Credit & Selling Your Business: More Than Just Speed (A Seller’s Guide)
Posted in private credit financing Tagged with: Acquisition Agreement, acquisition financing, actionable risks, asset-based financing, business exit strategy, Business Sale, Business Valuation, buyer financing, commercial real estate debt, commitment letter, due diligence M&A, financing contingency, LBO financing, leveraged buyout, lower middle market M&A, M&A legal, M&A legal advice, M&A mistakes, M&A Risks, non-binding term sheet, pre-closing legal strategy, private company sale, private credit, private equity acquisition, private target M&A, reverse termination fee, seller guide M&A, selling a business
Not All Financial Disputes Belong in Your M&A Purchase Price Adjustment
Not every M&A financial dispute belongs in a purchase price adjustment. Discover why the Delaware Court of Chancery differentiated between accounting methodology and factual inaccuracies in a recent case, shifting millions. This post illuminates how precise contract drafting regarding PPA…
GAAP or History? Don’t Leave Your M&A Purchase Price Adjustment to Chance M&A Stories
Uncover how a $22 million M&A dispute hinged on a single accounting definition. This post dives into the critical challenge buyers, sellers, and advisors face when negotiating purchase price adjustments: should calculations follow GAAP or historical accounting practices? Learn how…
Posted in accounting methodology, purchase price adjustment Tagged with: accounting expert, accounting methodology, Bitcoin mining, buyers, closing adjustments, contract disputes, cryptocurrency industry, data center acquisition, deal negotiation, deferred revenue, Delaware Court of Chancery, due diligence, financial metrics, GAAP, historical accounting, indebtedness, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, merger and acquisition, Post-closing disputes, PPA, private targets, protecting purchase price, purchase price adjustment, sellers, SPA, stock purchase agreement, strategic drafting, transaction pitfalls
Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers
Learn how to avoid common M&A litigation pitfalls in carve-out transactions. This blog post unpacks a critical New York M&A case, revealing why precise contract drafting, especially for “ordinary course of business” clauses in carved-out segments, is vital for buyers.…
Posted in ordinary course of business Tagged with: acquisition risk, advertising dispute, asset purchase agreement, Boilerplate clauses, Business acquisition, Buyer Beware, call center acquisition, carve-out transaction, contract drafting, contract negotiation, Corporate Law, deal protection, dispute resolution, due diligence, indemnification, Legal precedent, legal risk management, legal strategy, lower middle market, M&A advisor, M&A best practices, M&A legal, M&A litigation, New York M&A law, ordinary course of business, Post-closing disputes, private target, RIFs, seller defense
Navigating M&A Disputes Ensure Your Forum Selection Clause Doesn’t Undermine Arbitration
Discover how unharmonized arbitration clauses with forum selection clauses in M&A agreements create costly litigation. This post analyzes a recent Fifth Circuit case to show lower middle market buyers, sellers, and their advisors how precise pre-closing drafting of these provisions…
Posted in arbitration, dispute resolution provision, problems with forum selection clauses Tagged with: arbitration clause, asset purchase agreement, Business acquisition, contract drafting, contract negotiation, Corporate Law, deal value, dispute resolution, Earnout disputes, FAA, Federal Arbitration Act, Forum selection clause, legal pitfalls, legal risk management, lower middle market M&A, M&A best practices, M&A Disputes, M&A legal, M&A litigation, Odom Industries, pre-closing risks, private target businesses, Sipcam Agro Solutions, transaction advisory, working capital adjustments
Mastering the Hybrid Noncompete A Perilous Path in M&A
Unlock the hidden risks of hybrid noncompetes in M&A deals where sellers stay on. This essential guide for buyers, sellers, and advisors reveals why combined restrictive covenants often fail in court and how strategic pre-closing legal structuring can protect your…
Posted in covenant not to compete, hybrid noncompetes Tagged with: 8th Circuit Court of Appeals, Arkansas law, business goodwill protection, contract drafting, contractual provisions, deal structuring, employment noncompete, enforceability of noncompetes, legal risk management, legal strategy, lower middle market M&A, M&A legal, M&A litigation, noncompete agreement, Post-closing integration, pre-closing due diligence, private equity acquisition, private target businesses, Restrictive covenants, sale of business noncompete, seller-owner employment, Strategic buyer
The De Facto Merger Trap Successor Liability in Equity Rollover Asset Acquisitions M&A Stories
Navigate the often-unseen dangers of de facto merger in M&A asset acquisitions involving equity rollover. Discover how a recent court ruling reveals the critical need for proactive pre-closing measures to manage known seller liabilities, even when contractually excluded. This post…
Posted in buyer equity, problems with successor liability Tagged with: Acquisition Strategy, Asset acquisition, Buyer equity, Corporate Law, de facto merger, due diligence, equity rollover, escrow, Great Point Inc., known liabilities, legal risk, lower middle market, M&A advisors, M&A legal, NE Fibers LLC, PE deals, pre-closing steps, Private Equity, Rhode Island law, risk management, successor liability, transaction structure
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