Transaction Process & Deal Mechanics

Letter-Of-Intent Deal-Negotiation Exit-Strategy

The LOI Response Hierarchy - What to Negotiate Before Signing

Learn which letter of intent terms deserve negotiation priority and how to allocate limited bargaining capital for maximum impact in your business sale

Mar 22, 2026

13 min read

The Personal Guarantee Release You Should Negotiate - Reducing Post-Close Liability Exposure

Learn how to identify and negotiate personal guarantee releases during business sales to reduce post-close liability exposure

Mar 21, 2026

8 min read

Reading the Deal Signals - What Buyer Counsel Selection May Reveal

Learn what a buyer's choice of outside legal counsel can suggest about deal sophistication and negotiation approach to help inform your exit preparation

Mar 16, 2026

9 min read

The Post-LOI Silence - When Buyers Go Dark After Signing

Learn what buyer communication gaps after LOI signing reveal about deal status and how to respond appropriately without appearing anxious

Mar 15, 2026

9 min read

The Investment Committee Rehearsal Your Buyer Won't Mention

Learn what happens in PE investment committee rehearsals and how to support your deal champion through the approval process with proactive materials

Mar 15, 2026

10 min read

The Exclusivity Termination Conversation - Ending Buyer Relationships Productively

How to terminate buyer exclusivity agreements while preserving relationships and keeping the door open for future deals

Mar 15, 2026

11 min read

The Equity Rollover Liquidity Trap - When Your Investment Becomes Illiquid Again

Rollover equity can convert liquid sale proceeds back into locked private company shares. Learn to evaluate liquidity implications and negotiate protective terms.

Mar 15, 2026

11 min read

Strategic Ambiguity in Exclusivity Negotiations - What You Don't Say Matters

Learn how strategic silence in exclusivity provisions preserves negotiating flexibility while satisfying buyer concerns during business sale negotiations

Mar 15, 2026

13 min read

Escrow Negotiation Tactics - Minimizing Holdback Exposure in Your Business Sale

Learn escrow negotiation tactics that reduce seller holdback exposure by hundreds of thousands. Master amount sizing duration timing and release triggers.

Mar 15, 2026

19 min read

Phantom Equity Settlement - Cashing Out Synthetic Ownership During Business Exits

Learn how phantom stock and synthetic equity instruments settle during business sales including valuation mechanics payment timing and tax implications

Jan 13, 2026

23 min read

Beyond Percentage - Negotiating True Rollover Equity Value

Learn why rollover equity value depends on governance rights and protections not just ownership percentage. Essential negotiation frameworks for sellers.

Jan 13, 2026

24 min read

The Silence After the Offer - Why Your First Response Should Be a Pause

Strategic silence in M&A negotiations may help preserve leverage and prevent buyers from reading your priorities. Learn offer response frameworks.

Jan 10, 2026

23 min read

The Management Presentation Save - Recovering from Poor First Impressions in M&A

Strategic approaches to recover from disappointing management presentations and rebuild buyer confidence through effective follow-up tactics

Jan 10, 2026

23 min read

Reading the Redline - Decoding Buyer Priorities in Purchase Agreements

Learn to interpret initial purchase agreement markups to identify buyer priorities and concerns for stronger deal outcomes

Jan 10, 2026

24 min read

Environmental Insurance - Transferring Contamination Risk to Enable Transactions

Learn how environmental liability insurance transfers contamination risk to insurers and may enable M&A transactions that would otherwise fail

Jan 10, 2026

23 min read

Solicitation vs. Acceptance - Navigating Customer Restrictive Covenants in Business Sales

Learn how customer non-solicitation covenants distinguish between active solicitation and passive acceptance and why this distinction shapes post-exit options

Jan 9, 2026

18 min read

Rep and Warranty Insurance Mechanics - A Deep Dive into Coverage and Claims

Understanding how RWI policies actually work including coverage scope exclusions retention structures and claims processes that determine real protection value

Jan 9, 2026

20 min read

PTO Liability in M&A - Seller Payout vs. Buyer Assumption and the Hidden Costs of Getting It Wrong

Learn how accrued vacation and PTO liabilities affect M&A purchase prices and discover negotiation strategies that protect economics while preserving employee relations

Jan 9, 2026

22 min read

Non-Solicitation Scope - Protecting Your Future Options

Learn how to negotiate employee non-solicitation provisions that protect buyer interests while preserving your ability to build future ventures with trusted talent

Jan 9, 2026

18 min read

Bring-Down Conditions - Managing Seller Risk Between Signing and Closing

Learn how bring-down provisions affect seller exposure during the gap between signing and closing and negotiate terms that protect your transaction

Jan 9, 2026

21 min read

TSA Scope Creep - Managing Post-Close Transition Boundaries

Learn how to prevent transition services agreement scope creep and protect your interests while supporting successful post-acquisition business transitions

Jan 1, 2026

21 min read

Working Capital Peg Negotiations - Where Deal Value Shifts Between Buyers and Sellers

Learn how working capital peg negotiations shift hundreds of thousands in seller proceeds through target-setting methodology and normalization adjustments

The LOI Response Hierarchy - What to Negotiate Before Signing

The Personal Guarantee Release You Should Negotiate - Reducing Post-Close Liability Exposure

Reading the Deal Signals - What Buyer Counsel Selection May Reveal

The Post-LOI Silence - When Buyers Go Dark After Signing

The Investment Committee Rehearsal Your Buyer Won't Mention

The Exclusivity Termination Conversation - Ending Buyer Relationships Productively

The Equity Rollover Liquidity Trap - When Your Investment Becomes Illiquid Again

Strategic Ambiguity in Exclusivity Negotiations - What You Don't Say Matters

Escrow Negotiation Tactics - Minimizing Holdback Exposure in Your Business Sale

Phantom Equity Settlement - Cashing Out Synthetic Ownership During Business Exits

Beyond Percentage - Negotiating True Rollover Equity Value

The Silence After the Offer - Why Your First Response Should Be a Pause

The Management Presentation Save - Recovering from Poor First Impressions in M&A

Reading the Redline - Decoding Buyer Priorities in Purchase Agreements

Environmental Insurance - Transferring Contamination Risk to Enable Transactions

Solicitation vs. Acceptance - Navigating Customer Restrictive Covenants in Business Sales

Rep and Warranty Insurance Mechanics - A Deep Dive into Coverage and Claims

PTO Liability in M&A - Seller Payout vs. Buyer Assumption and the Hidden Costs of Getting It Wrong

Non-Solicitation Scope - Protecting Your Future Options

Bring-Down Conditions - Managing Seller Risk Between Signing and Closing

TSA Scope Creep - Managing Post-Close Transition Boundaries

Working Capital Peg Negotiations - Where Deal Value Shifts Between Buyers and Sellers

Warranty Claim Allocation in M&A - Risk Sharing Strategies Post-Close

Union Considerations in M&A Transactions - Navigating Organized Labor During Ownership Changes

Specific Performance Rights - Forcing Deal Completion in M&A Transactions

Social Media and Public Statement Restrictions - Modern Covenant Complications

Section 338(h)(10) Elections - Structuring M&A Deals for Mutual Tax Benefit

Press Release Negotiation - Controlling Public Narrative in M&A Transactions

Net Debt Definitions - The Battle Over What Counts

Material Adverse Effect Definitions - What Lets Buyers Walk Away From Your Deal

Managing Change of Control Provisions in M&A Transactions - Protecting Deal Economics and Retention

Inventory Valuation Disputes - The Count That Determines Your Check

Garden Leave Provisions - Negotiating Paid Non-Compete Restrictions

Expense Reimbursement in Failed Deals - Cost Recovery and Deal Structure

Earnout Protection Provisions - Securing Post-Close Operating Covenants

Earnout Metric Selection - Aligning Incentives and Preventing Manipulation

Debt-Like Items - Hidden Liabilities That Reduce Your Check in M&A Transactions

Cross-Border M&A - Managing International Buyer Complexity and Maximizing Deal Value

Closing Balance Sheet True-Up - Managing Post-Close Negotiations

CFIUS Review - When Foreign Buyers Trigger National Security Scrutiny in Cross-Border M&A

Cash-Like Items - Increasing Deal Value Beyond Bank Accounts

Break-Up Fees - Structuring Compensation for Failed M&A Deals

The No-Shop vs. Go-Shop Distinction - Understanding Exclusivity Variations in M&A Deals

Reps and Warranties - Where Deals Get Ugly

Material Adverse Change - The Clause That Haunts Sellers

Managing Multiple Advisors - The Coordination Challenge in Middle-Market Exits

Escrows and Holdbacks - Your Money in Someone Else's Hands

Basket, Cap, and Survival - Indemnity Provisions Decoded

Why Earnouts Often Underperform - Structural Dynamics That Reduce Seller Recovery

When to Walk Away - The Hardest Decision in Selling Your Business

Asset Sale vs. Stock Sale - The Tax Decision That Swings Millions

The Valuation Gap - Bridging Buyer and Seller Expectations

The Rollover Equity Decision - Betting on the Next Buyer

Working Capital - The Surprise That Shrinks Your Check

Rep and Warranty Insurance - A Seller's Guide to Risk Transfer

Non-Compete Scope - Protecting Yourself Post-Exit

Transition Services Agreements - Balancing Seller Support and Post-Close Obligations

The LOI Isn't a Commitment - It's an Opening Bid

Indemnity Claim Preparation - Protecting Against Post-Close Liability

Earnouts - Golden Handcuffs or Fair Compromise?

Competitive Tension - Creating Leverage Without Lying

The Retainer vs. Success Fee Debate - Understanding Advisor Compensation Structures and Alignment

The Private Equity Playbook for Lower Middle Market Deals

The Disclosure Schedule Marathon - How to Survive Deal Documentation's Most Demanding Phase

Seller Financing in M&A - Managing Risk and Structuring Debt Notes

Fee Negotiation in Lower Middle Market Deals - Advisor Selection and Market Standards

Earnout Success - How to Actually Hit Your Targets

When Earnouts Go Wrong - Navigating Post-Acquisition Disputes Over Contingent Payments

The Information Balance - Strategic Disclosure in Business Transactions

Non-Compete Enforceability - What You Can Actually Protect in M&A Transactions

5 Red Flags That Kill Business Sales Before Closing

The Hidden Cost of Time-Based Retention - Why Stay Bonuses Leave Money on the Table