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Rollover Structures in Private Company M&A Transactions

Private equity (PE) investors often require certain founders or sellers to exchange or “rollover” a percentage of their equity into the buyer of the business (or into a fund or holding company controlled by the PE investor). A similar rollover structure might involve the sellers being required to “co-invest” with the buyer by directly reinvesting (or rolling) a portion of the cash received by the sellers into a Read More

Earnouts in Private Company M&A Transactions

Earnouts in private merger and acquisition (M&A) transactions provide for a portion of the purchase price to be paid to the Seller contingent upon the target company reaching certain financial targets or performance milestones following the closing.  Earnouts are typically among the most heavily negotiated provisions in a private company acquisition and are highly susceptible to disputes following the closing. In Read More

Practical Considerations Involving Drag-Along and Tag-Along Rights

What Are “Drag-Along” and “Tag-Along” Rights? “Drag-along” and “tag-along” provisions are staples of venture capital and other investment agreements.  They are often included in investors’ rights or shareholders’ agreements for corporations or operating agreements for limited liability companies.  The “drag-along” provision, sometimes called a “bring along,” gives a majority owner or owners the right to require the Read More

Boilerplate Clauses in Business Contracts: Why They Matter

Boilerplate clauses are those provisions typically placed at the end of a contract, often grouped together under a “Miscellaneous” or “Other” heading. They look like a lot of legalese that can continue for multiple pages. They do not relate to the substantive provisions of the contract, are mostly standardized, not controversial, and parties typically don’t spend much time negotiating them. Do boilerplate clauses Read More

Six Areas to Consider in Partnership Agreements

Are you considering a business partnership? When structured properly, a partnership can benefit your business in ways supported by the timeless adage that "two heads are better than one." Practical benefits of partnership might include access to a level of capital, labor, know-how, customers, or expertise not available absent partnership. However, just like personal relationships, business partnerships have their ups Read More

Selling Your Business? Three Steps to Help Prepare

Merger and acquisition (M&A) activity is expected to remain robust in 2019. Qualified buyers are still able to access capital for acquisitions at relatively low cost. This, in turn, provides qualified sellers with leverage to command higher sale prices. Sellers who most successfully capitalize on these opportunities tend to be those who are most prepared.   The complete process for a business sale Read More

Joint Ventures 101

A joint venture (JV) is a business arrangement where two or more parties pool resources for a focused task, project or investment. Each participant is normally independently responsible for contributing toward the costs and labor based on the strategic value each participant brings to the venture, and they also have an agreed upon sharing percentage in any resulting profits of the venture. JVs can be documented in a Read More

Letter of Intent Considerations for Mergers & Acquisitions

Introduction.  A key component to any successful merger and acquisition (M&A) transaction is the letter of intent (LOI).  A thoughtfully negotiated and comprehensive LOI establishes specific and critical deal terms prior to drafting the definitive purchase or merger agreement, rather than engaging in the more arduous process of negotiating deal terms through extensive (and expensive) drafts of those Read More