Cooley M&A

SEPTEMBER 16, 2024

A key feature of a merger of equals transaction is that stock consideration is issued to the stockholders of one or both companies on a tax-deferred basis [2]. There are two primary ways of addressing the liquidation preferences of each company’s preferred stock. Delicate – key transaction execution issues 8.

Mergers 52

Mergers Mergers and Acquisitions Valuation Stock 52

Cleary M&A and Corporate Governance Watch

FEBRUARY 2, 2024

On January 30, 2024, the Delaware Court of Chancery struck down Tesla CEO Elon Musk’s $55 billion performance-based stock option package, ruling that Tesla’s directors did not satisfy the stringent “entire fairness” standard in approving his compensation. One member of the board, Kimbal Musk, was Elon Musk’s brother.

Negotiation 64

Negotiation IT Consulting Profitability 64

iMerge Advisors

APRIL 16, 2025

As we noted in Top 10 Items to Prepare When Selling Your Website , the earlier you begin preparing your documentation, the smoother the diligence process will beand the more leverage youll retain in negotiations. appeared first on Transforming Tech: The Premier M&A Advisory Firm for Software and Technology Businesses.

Business 40

Business M&A Valuation Negotiation 40

Cooley M&A

NOVEMBER 20, 2023

Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. It’s also important to consider the influence of proxy advisory firms’ recommendations in light of the stockholder base.

M&A 52

M&A Equities Advisory Shares 52

iMerge Advisors

APRIL 8, 2025

A good advisor does more than find buyers; they shape the narrative, run a competitive process, and negotiate terms that protect your interests. Navigate Due Diligence and Legal Negotiations Once you sign an LOI, the buyer will begin due diligence a deep dive into your financials, operations, technology, and legal structure.

Valuation 40

Valuation M&A Sale Negotiation 40

Cooley M&A

FEBRUARY 8, 2018

Ideally, the revesting provisions are structured to provide key employees long-term capital gains treatment on any deferred payments (compared to the ordinary income attributed to vested options or restricted stock units cashed out at closing). This mechanism protects the business or value of the innovation purchased.

M&A 52

M&A Mergers and Acquisitions Mergers Negotiation 52

iMerge Advisors

APRIL 8, 2025

Manage the Deal Process and Diligence Once you receive indications of interest (IOIs) or letters of intent (LOIs), the process shifts into negotiation and diligence. appeared first on Transforming Tech: The Premier M&A Advisory Firm for Software and Technology Businesses. The post How do I sell my software company?

M&A 40

M&A Valuation Private Equity Negotiation 40

iMerge Advisors

APRIL 14, 2025

Core Components of a Closing Binder Though the exact contents may vary depending on deal structure (asset vs. stock sale), jurisdiction, and industry, most closing binders for startup acquisitions include the following categories: 1. Tax and Legal Structuring Work with your tax advisor to understand the implications of the deal structure.

Acquisitions 40

Acquisitions Mergers and Acquisitions M&A Sale 40

Chesapeake Corporate Advisors

MAY 4, 2023

You now have no opportunity to compare or negotiate multiple offers against each other, and assuming the buyer requires exclusivity, you have essentially taken your business off the market. The offer price will only go down. The buyer has all the leverage. No competition means one buyer holds all the cards.

Business 52

Business Mergers and Acquisitions Sale Corporation 52

Sica Fletcher

JUNE 11, 2024

The use of stock nearly doubled since last year’s data. As long as buyers face higher interest rates, sellers should expect a prolonged deal process contending with complex capital structures and equity-based negotiations. the mandatory nature of insurance in general, b.) Whereas 2022 saw equity making up nearly 17.5% as of H1 2024.

Broker 52

Broker Insurance Valuation S&P 52

iMerge Advisors

APRIL 14, 2025

The nature of your tax filings will depend on how the deal was structuredwhether it was an asset sale or a stock sale and your entity type (C-corp, S-corp, LLC, etc.). This is where having a well-negotiated reps and warranties section in your purchase agreement becomes critical. Escrow releases are not always straightforward.

Sale 40

Sale M&A Mergers and Acquisitions Capital 40

Software Equity Group

JUNE 27, 2023

As an advisory firm specializing in software M&A, we at Software Equity Group have seen this deal structure become more attractive for many sellers as they look for additional upside and hear stories of their peers who benefited from a similar strategy. With Firm B, the seller’s cash-on-cash return on the dollars rolled is 5x.

Equities 52

Equities IT Private Equity M&A 52

Cooley M&A

JANUARY 25, 2023

Given the uncertainty in the enforcement environment, life sciences acquirers should be prepared for litigation – both on the domestic and foreign front – and for contentious deal negotiations over regulatory and interim operating covenants.

M&A 40

M&A Mergers and Acquisitions Pharmaceutical Collaboration 40

GillAgency

FEBRUARY 10, 2022

Advisory Role The business sale process is extremely rewarding but equally excruciating. They may exclude some assets and/or liabilities based on mutual negotiations. Remember, everything is negotiable up to the point of accepting or rejecting the deal. Normally you will retain certain stock options and control of the company.

Business 52

Business Sale Broker IT 52

Growth Business

MARCH 1, 2024

The idea of raising private equity is appealing for many; you can avoid pursuing methods of funding like entering the stock market where you face increased regulation, a larger board of directors and potentially a large group of public shareholders. Those discussions were about social impact, strategy, the marketplace and the team.

Private Equity 59

Private Equity Equities Investment Business 59

Sica Fletcher

JUNE 20, 2024

Growth of Stock Use Even in just the last few years, our team has noticed a stark difference in the payout structure of insurance M&A deals. Cash vs. Stock: 2022 - 2023 The two main reasons for the increased use of equity are: Macroeconomic turbulence. Especially since H2 2022, the use of equity has jumped significantly.

Insurance 52

Insurance M&A Valuation Equities 52

Devensoft

AUGUST 24, 2023

Through financial synergy, organizations can access new funding sources, negotiate better terms with suppliers or customers, and optimize their capital structure. By centralizing operations, leveraging economies of scale, and negotiating better terms with suppliers, organizations can achieve significant cost savings.

Business 52

Business Collaboration Mergers and Acquisitions Management 52

How2Exit

JULY 13, 2023

They stress the need to clearly communicate expectations from the beginning of negotiations, avoiding surprises later on. The speaker further explains that there are different options available for business owners looking to sell, including employee stock auction programs (ESOPs) and other exit strategies.

Business 130

Business Collaboration Mergers and Acquisitions Valuation 130

iMerge Advisors

APRIL 12, 2025

Summary of: How to Negotiate the Best Deal When Selling Your Software Company For many software founders, selling their company is the most consequential financial event of their lives. Negotiating the best deal requires more than a strong pitch deck or a high revenue multiple. But in M&A, value is multidimensional. For how long?

Negotiation 40

Negotiation M&A Valuation Private Equity 40

Focus Investment Banking

MARCH 7, 2025

Again, this illustrates the importance of seeking multiple offers and negotiating each before choosing a winner. The type of rollover equity also varies since buyers have different corporate structures and share classes (types of ownership interests or stock).

Healthcare 52

Healthcare Private Equity Equities Professional Services 52

iMerge Advisors

APRIL 12, 2025

Deal Structure: Asset Sale vs. Stock Sale The structure of your transaction whether it's an asset sale or a stock sale is the single most important driver of your tax liability. Stock Sale: The buyer acquires the equity of the company. Disagreements over allocation can become a sticking point in negotiations.

Business 40

Business Sale M&A Capital 40

iMerge Advisors

APRIL 14, 2025

Is the deal structured as an asset sale or a stock sale ? Reverse breakup fees: In rare cases, sellers may negotiate a fee if the buyer walks away without cause. These terms are often non-binding, but they set expectations and can influence negotiations later. submitting a draft purchase agreement).

M&A 40

M&A Negotiation Government Advisory 40