Don’t let a cyberattack derail your M&A deal. This post reveals a critical lesson from a $4 million wire fraud case, showing why cybersecurity is a seller’s liability, not just a buyer’s concern. Learn about the two-part pre-closing defense—seller-side due…
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Cybersecurity Risk: Why Sellers Need Pre-M&A Due Diligence
Posted in cybersecurity risks Tagged with: asset purchase agreement, closing protocol, cybersecurity risk, Jennings v. Whiteford Taylor & Preston LLC, legal counsel, legal risk management, lower middle market, lower middle market M&A, M&A advisors, M&A Disputes, M&A Due Diligence, M&A legal, M&A litigation, merger agreement, pre-closing mistakes, private company sale, Purchase Price, secure wire transfer, seller due diligence, stock purchase agreement, wire fraud
Beyond the Balance Sheet: Why Sellers Must Confront Hidden Tax Liabilities Before a Deal
Uncover the critical pre-sale strategies that can safeguard your M&A deal. This insightful post delves into how hidden and unaddressed tax liabilities can derail transactions and lead to costly post-closing litigation for sellers. Drawing lessons from a recent Delaware Court…
Posted in problems with taxes Tagged with: Business owners, contract law, Corporate Law, deal value, Delaware Court of Chancery, due diligence, federal telecommunications tax, hidden taxes, indemnification, legal advisors, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, Mergers and Acquisitions, Post-closing disputes, pre-closing, pre-sale cleanup, private company sale, risk management, sales tax, seller due diligence, sellers, state and local tax, statute of limitations, tax cleanup, tax compliance, tax liabilities, undisclosed taxes, VDA, voluntary disclosure agreement
Private Credit & Selling Your Business: More Than Just Speed (A Seller’s Guide)
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…
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
M&A Earnouts on Acquired Contracts: Guarding Against Hidden Termination Risks
Protect M&A earnouts linked to acquired contracts. Understand how termination rights create hidden risks for seller payments and find pre-closing strategies for lower middle market deals. M&A Stories May 29, 2025 In lower middle market mergers and acquisitions, earnouts are…
Posted in earnout based upon revenue from at will contracts, problems with earnouts Tagged with: acquired contracts, asset purchase agreement, at-will contracts, Buyer Obligations, contract termination, contractual provisions, cybersecurity staffing, earnout protection, implied covenant of good faith, lower middle market M&A, M&A earnout, M&A litigation, pre-closing due diligence, private company sale, seller protections, transaction risk
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