Drag-Along & Tag-Along Rights Explained: What Owners Need to Know Before Signing

How drag-along and tag-along clauses affect founders in PE recaps and partial sales. Real examples, what to negotiate, and the 3 traps that catch first-time sellers.
Representations and Warranties: Safeguarding Deals for All Sides

Representations and Warranties: Safeguarding Deals for All Sides Quick Answer Representation and warranties insurance covers losses from breaches of a seller’s statements in a purchase agreement, with premiums typically running 2% to 4% of the coverage limit. This policy shifts post-closing exposure to an insurer, allowing buyers and sellers to reduce escrow holdbacks, streamline indemnity […]
How Deferred Consideration Works in M&A Transactions

How Deferred Consideration Works in M&A Transactions Quick Answer Deferred consideration is a payment structure where the buyer pays part of the purchase price later, contingent on future performance metrics like revenue or EBITDA targets, allowing buyers to mitigate risk while giving sellers potential upside and higher total compensation. Common forms include holdbacks (cash withheld […]