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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Indemnity Escrows

What's Market

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Indemnity escrows are consistently seen in about two-thirds or more of reported transactions.

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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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Separate Escrows for Purchase Price Adjustments

What's Market

Market Trends: What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: The use of separate escrows for purchase price adjustments has been increasing on a fairly steady basis since 2007 (with a slight dip in 2021 from a 2019 high). The chart below shows this trend.