This section brings together the firm’s work on the sale of companies, always from the seller’s perspective. We publish analysis on preparing the company, running the competitive process, risk allocation, representations and warranties, security for the price and managing the post-closing period. The purpose is to give entrepreneurs, shareholders and directors technical information that is useful for the decisions that determine how much is received and how much is still owed after the deal is done.
Representations and warranties, indemnity caps, holdbacks and insurance. How the seller defines, during negotiation, what will still be owed after the price is received.
Read the piece →How to structure the seller's security where the price is paid over time.
Read the piece →Identifying contingencies before the buyer does changes price, timing and holdback.
Read the piece →Vendor due diligence, corporate clean-up and organizing information before going to market.
Structuring the contest among bidders, confidentiality and timetable.
Representations and warranties, indemnity caps, survival periods and disclosure schedules.
Holdbacks, deferred payment, fiduciary transfer and warranty insurance.
Adjustment mechanisms, earn-outs and definitions of net debt and working capital.
Managing contingencies, surviving obligations and non-compete covenants.
We act exclusively for sellers, from preparing the company to managing the post-closing period, focused on preserving the value actually received.
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