When negotiating an M&A transaction, there are many issues that should be addressed up front (preferably at the letter of intent stage or as soon as possible after the execution of a letter of intent).
The target company and the acquiring company should consider the following issues when contemplating a transaction.
- Deal Structure
- Cash versus Equity
- Working Capital Adjustments
- Escrows and Earn-Outs
- Representations and Warranties
- Target Indemnification
- Joint and Several Liability
- Closing Conditions
- HSR/Timing Issues
- Non-competes & Non-solicits
Need to get up to speed quickly? No problem. Our own Shannon Zollo and Mary Beth Kerrigan have written a great article that gives a nice overview of each of these issues. You can read it on our website at:
Top Ten Issues in M&A Transactions.