The M&A Lawyer

SEPTEMBER 23, 2015

In this post on The M&A Lawyer Blog, I will: introduce the concept of Material Adverse Effect and explain its principal functions, present pro-buyer and pro-seller versions of MAE definitions and explain how, and why, they differ, including with respect to forward-looking language and common qualifications, and.

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M&A Mergers and Acquisitions Negotiation IT 130

H. Friedman Search

NOVEMBER 9, 2023

This comes on the heels of another major investment bank announcing they are out of negotiated public finance but will remain a strong buyer of bonds in the competitive field. This has definitely provoked a lot of questions and concerns about the future of public finance. What does all this profess? What Does The Future Hold?

Finance 246

Finance Finance Bulge Bracket Recruitment 246

Lake Country Advisors

MAY 9, 2025

A clear sense of your company’s market position shapes your negotiation tactics and marketing campaigns since buyers typically seek stable revenue, consistent profits, and a clear growth strategy. While both scenarios require diligent preparation, the middle-market sphere generally offers a more agile negotiation process.

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Middle Market Business Broker Sale 52

iMerge Advisors

APRIL 14, 2025

Even after months of diligence, negotiation, and documentation, the final 5% of the deal often requires 50% of the effort. At iMerge, weve advised on hundreds of software and technology transactions, and weve seen firsthand how last-minute negotiations can either derail a deal or solidify a successful exit. Include deferred revenue?

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Negotiation Acquisitions M&A Mergers and Acquisitions 40

Peak Frameworks

OCTOBER 30, 2023

Mitigating Switching Costs for Consumers From a consumer's standpoint, navigating and potentially reducing these costs is crucial: Negotiation: In many industries, especially those with high competition like cable providers, consumers can negotiate better deals by leveraging the threat of switching.

Economics 52

Economics Business Finance Finance 52

The M&A Lawyer

AUGUST 25, 2015

Article 1: Definitions. Article 1 of most SPAs provides an alphabetical list of definitions of important (usually capitalized) terms used throughout the agreement. These definitions do not function as stand-alone terms and conditions but are instead incorporated into other operative provisions throughout the contract.

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Stock M&A Government Mergers and Acquisitions 130

Peak Frameworks

SEPTEMBER 12, 2023

For an investment banker, this could range from due diligence, and financial modeling, to deal negotiations. Services Provided: Detail all tasks and services the professional is expected to undertake.

Finance 52

Finance Finance Mergers and Acquisitions Private Equity 52

Software Equity Group

JUNE 14, 2023

And there may be intense negotiations concerning this number that could delay the closing or impact how much you ultimately take away from the deal. For that reason, it can pay to learn more about NWC, what it might or might not include, and how an M&A advisor can help you negotiate more favorable terms to maximize your proceeds.

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M&A Capital Negotiation Accountant 93

The M&A Lawyer

AUGUST 31, 2015

Article 1: Definitions. Article 1 of most APAs provides an alphabetical list of definitions of important (usually capitalized) terms used throughout the agreement. These definitions do not function as stand-alone terms and conditions but are instead incorporated into other operative provisions throughout the contract.

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M&A Government Business Sale 130

Global Newswire by Notified: M&A

FEBRUARY 18, 2025

d/b/a H&E Rentals (NASDAQ: HEES) (H&E) today announced that it has determined that a definitive offer from Herc Holdings Inc. The Herc definitive offer, which expires at 12:01 p.m. Eastern Time on February 24, 2025, includes a fully negotiated merger agreement and the related financing commitments. BATON ROUGE, La.,

Mergers 40

Mergers Negotiation Stock Finance 40

Global Newswire by Notified: M&A

NOVEMBER 22, 2023

The transaction is subject to certain conditions including, inter alia, Seyltx financing and the negotiation and execution of a definitive agreement, which is expected to occur within the next 90 days. (“Seyltx”), a privately owned U.S.

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Pharmaceutical Equities IT Negotiation 49

The M&A Lawyer

SEPTEMBER 8, 2015

Reps and warranties as a whole can be quite lengthy, often comprising from 15 to 30 pages of a transaction agreement and more still when you include the text incorporated by reference from the agreement’s Definitions section. Parties are well-served to remember this risk-shifting function during negotiations.

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M&A Insurance Financial Statement Negotiation 130

The TRADE

DECEMBER 6, 2023

The FIX Trading Community has unveiled new business standards covering definitions of addressable liquidity in a bid to clarify the markets’ understanding and consolidate conflicting perceptions. The ‘Multilateral Liquidity’ refers to multilateral executions undertaken on trading venues and excludes negotiated trades and bilateral services.

Trading 59

Trading Equities Negotiation IT 59

Wizenius

JULY 12, 2023

Investment bankers are required to deal with a lot of numbers, negotiations, research, tough deadlines, understanding about markets and macros. These guys are usually the stalwarts of their sectors with massive egos, dealing and convincing these chaps is definitely an art. Nothing great comes easy.

Investment Banking 52

Investment Banking Investment Banking Analyst Financial Models Financial Modeling 52

Midaxo

APRIL 25, 2023

How to outline the process for negotiating deal terms and determining valuation? It provides a strategic roadmap for identifying, evaluating, negotiating, and integrating potential M&A transactions. Q7: How to outline the process for negotiating deal terms and determining valuation? How to develop an acquisition strategy?

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M&A Consulting Mergers and Acquisitions Valuation 130

MergersCorp M&A International

JULY 5, 2025

A definitive agreement is signed, outlining the terms of the merger, the valuation of the target company, and the ownership structure of the combined entity. A SPAC merger, conversely, offers a pre-negotiated valuation and a clearer timeline, providing much-needed certainty for companies looking to access public capital.

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IPO Mergers and Acquisitions Capital Capital Raising 52

Global Newswire by Notified: M&A

FEBRUARY 6, 2024

The terms of the agreement are set out in a term sheet signed by both of the parties, and it is anticipated that a definitive agreement regarding the transaction will be negotiated and entered into in due course. As described in greater detail below, ABR is a related party of the Company.

Debt 45

Debt Investment Negotiation Equities 45

Beyond M&A

SEPTEMBER 13, 2023

IT MSP Due Diligence Checklist As you move forward with the process of either outsourcing your IT requirements to an MSP or transitioning to a new one, here are the definitive steps for due diligence: 1. An assurance of swift support response is non-negotiable. Prompt Response Times: In IT, delays can be lethal. Ask for evidence.

Investors 147

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Global Newswire by Notified: M&A

NOVEMBER 13, 2024

The completion of the Proposed Merger is subject to several conditions, including the negotiation of definitive agreements, the receipt by Entero of at least $5 million of equity financing, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission and the approval of the stockholders of Entero.

Mergers 45

Mergers Capital Market Negotiation Equities 45

Global Newswire by Notified: M&A

NOVEMBER 28, 2023

The details of the Transaction are set forth in a definitive share purchase agreement between the Company, a wholly-owned subsidiary of the Company, and a wholly-owned subsidiary of Fulcrum (“Fulcrum Payments”), that was negotiated at arm's length. TORONTO, Nov. 28, 2023 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions Inc.

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Sale Negotiation Stock Shares 40

Focus Investment Banking

SEPTEMBER 17, 2024

Having a clear and comprehensive LOI can help prevent misunderstandings, streamline the negotiation process and lay a strong foundation for a successful transaction. A well-crafted LOI is an essential step in the M&A process that helps establish a clear framework for negotiations and due diligence.

Negotiation 52

Negotiation M&A Private Equity Risk Management 52

What's Market

SEPTEMBER 26, 2022

The definition of knowledge increasingly includes both constructive and actual knowledge (instead of mere actual knowledge alone). Introduction In merger and acquisition (M&A) transactions, the definitive purchase agreement typically contains representations and warranties made by the seller with respect to the target company.

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Mergers and Acquisitions M&A Negotiation Mergers 52

Razorpay

JUNE 26, 2024

Common Net Payment Terms Net 30 Terms Definition: Payment is due within 30 days of the invoice date. Net 60 Terms Definition: Payment is due within 60 days of the invoice date. Net 90 Terms Definition: Payment is due within 90 days of the invoice date.

Business 52

Business Management Negotiation Utilities 52

How2Exit

APRIL 22, 2024

I would definitely try either. Scouting for capital sources early provides comprehensive insight into what funding is realistically attainable, which can significantly inform negotiations and deal structuring. rn "If they're in a situation, especially 120 days out?

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Finance Finance Capital Funds 130

IBG

APRIL 4, 2023

In the M&A context, the LOI’s fundamental purpose is to formally acknowledge the parties’ (a) intent to enter into a business purchase or merger and (b) good-faith desire to proceed in negotiations. It bridges the temporary gap between a verbal expression of interest and a definitive purchase agreement. Why is an LOI important?

Sale 52

Sale Business Negotiation M&A 52

Cooley M&A

AUGUST 11, 2020

In the M&A context, most breach of fiduciary duty cases assert claims that arise at the time the board approves the entry into the definitive transaction document. Case # 1 (Fort Myers v. Mr. Haley did not inform the board of this presentation.

Negotiation 40

Negotiation M&A Corporation Stock 40

Cooley M&A

OCTOBER 26, 2017

The definition also required that a specified safety standard (not relevant to the dispute) was also achieved. Buyers often propose milestones based on the successful outcome of clinical trials and sellers often seek greater definition of what a successful outcome of a clinical trial means.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation IT 52

M&A Leadership Council

AUGUST 19, 2024

No Time to Burn: Start TSA Development ASAP / Execute with Definitive Agreements The sooner TSA development begins, the better. Ideally, TSAs should be in place when the definitive agreements are signed, ensuring all parties are clear on the terms and expectations from the outset.

Negotiation 52

Negotiation Government Collaboration Management 52

Growth Business

JULY 17, 2024

Valuation and Negotiation: The valuation of the business and terms of equity investment are critical in negotiations to ensure fair terms for both parties. Risk Sharing: Investors bear the risk of loss if the business does not perform well, but they also stand to gain from its success. Then the partnership might succeed.

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Funds Business Finance Finance 97

Focus Investment Banking

MAY 3, 2024

Not doing so recalls for me what one college professor of mine described as the definition of ignorance: “aggressive stupidity.” If one party accepts some off-market things early on in an NDA negotiation, then they may be pressured to do the same on more important items in the purchase agreement.

Business 52

Business Negotiation M&A IT 52

Razorpay

AUGUST 15, 2023

This endorsement is a critical aspect of negotiability for bills of exchange, allowing them to function as a form of payment and credit instrument in business transactions. Negotiability Can be negotiable or non-negotiable, depending on terms. Non-negotiable, only parties involved can use it.

Negotiation 52

Negotiation Trading Banking Bank 52

Wall Street Mojo

JANUARY 18, 2024

Certificate of Deposit (CD) Definition A certificate of deposit (CD) is an investment instrument mostly issued by banks, requiring investors to lock in funds for a fixed term to earn high returns. Table of contents Certificate of Deposit (CD) Definition Certificate of Deposit Explained History Features Types Examples What is Negotiable CD?

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Financial Institution Accountant Banking Bank 52

Cooley M&A

DECEMBER 15, 2020

November 30, 2020) is the first Delaware decision to analyze an MAE definition and conduct of business covenant in the context of COVID-19. In this case, the definition did not include a specific exception for changes resulting from a pandemic, but did include an exception for “natural disasters or calamities.” Key Takeaways.

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M&A Business IT Negotiation 40

The TRADE

JANUARY 19, 2024

As a result, both the buy- and sell-side are playing a game of “catch up” with no end in sight, the whitepaper notes, as by the time a consumer’s discounts are removed over a multi-year agreement, vendors have raised the ‘standard’ price again, and by a lot, sparking another negotiation.

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Negotiation Trading Consulting IT 69

Cleary M&A and Corporate Governance Watch

JUNE 5, 2023

19] The court, however, pointed to the negotiating history and noted that sellers tried three times to impose a materiality qualifier in the capitalization representation closing condition, and, all three times, buyer insisted that the capitalization representation should be brought down flat. [20]

Private Equity 52

Private Equity Equities Capital Mergers and Acquisitions 52

Cooley M&A

OCTOBER 24, 2024

September 2024), the Delaware Chancery Courts found buyers liable for failure to comply with negotiated earnout covenants – and in the latter case, awarded the plaintiffs more than $1 billion in damages. In this post, we recap the unique facts of each case, the negotiated efforts covenant and key takeaways. Johnson & Johnson (Del.

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Mergers and Acquisitions Mergers Negotiation Sale 52

How2Exit

SEPTEMBER 2, 2024

Danny noted, "If you're new to M&A or you're trying to get your first deal done, definitely think about what you want to get out of it… and then go and look at what other people are doing that you respect." Having a structured plan and sticking to it helps in navigating these complex negotiations.

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Acquisitions M&A Mergers and Acquisitions Book-building 130