What to Include in an Asset Purchase Agreement
An asset purchase agreement (APA) is a legal contract in which a seller spells out to a buyer exactly what assets are being sold. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract.
Understanding Material Adverse Effect Clauses
Material adverse effect clauses protect the buyer after the merger agreement is signed and before the transaction is concluded, often months or years later, depending on the amount of due diligence required. A MAC trigger could arise from any number of changes in the target entity.
What Disclosures Are Required in a Merger or Acquisition?
Disclosures are an integral part of a merger or acquisition transaction. Mergers and acquisitions (M&A) have many interconnected parts, which means there is always a risk of things going wrong. Disclosure schedules, along with due diligence, are the foundation of any M&A transaction because disclosures support a seller’s warranties.
Letters of Intent & What You Should Know
A letter of intent (LOI), also commonly referred to as a term sheet, is generally used when one party wants to enter into a business deal with another party. Letters of intent are serious legal instruments, and as such, should be drawn up and drafted by attorneys experienced in the matter.
How to Protect Yourself When Buying a Company
Buying a business is not like buying a house. Of course, the home inspector may miss something during the course of their assessment which could lead to the purchase of a bit of a money pit. Miss something when doing due diligence in the course of purchasing a company and you may find yourself in severe financial and legal trouble.