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Let’s TalkReps & warranties typically comprise the majority of the content in a purchase agreement and are one of the most hotly negotiated components of the purchase agreement, other than price and terms. This is because reps & warranties define the allocation of risk between the buyer and seller.
Mergers & Acquisitions – They say selling a business is an art – we’ve turned it into a science
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Buyer’s GuideHere is an overview of the process of buying a business, presented in concise summaries from our experts.
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Knowledge Base
The most comprehensive, easy-to-understand source of information for selling a small to mid-sized business.9 - Closing
If due diligence is proceeding as planned, your buyer’s attorney will usually prepare the purchase agreement, which must be reviewed and signed to close the sale. Mistakes at this stage can cost millions, so expect fierce negotiations on the many clauses in the agreement, such as net working capital and reps and warranties.
Often, the seller’s emotional needs are just as important as their financial needs. Keep this in mind during the transaction. The seller may experience periods of last-minute anxiety. Addressing these needs helps ensure a smoother sale and often garners more cooperation from the seller, both during the transition and after.
A DPA transfers the ownership of a business and its assets. The DPA is called “definitive” because it is the final agreement signed between the parties. This replaces any previous agreements, such as a letter of intent or offer to purchase.
There’s no such thing as a perfect closing, but we can come close. This article addresses some of the potential landmines that can detonate in the final stages of a transaction and how to mitigate them — for both buyers and sellers.