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Stock Purchase Agreement Series — Covenants

Whenever an acquisition is signed on one date and closed on another date, there will be a need for covenants to protect the purchaser(s) from certain acts that the seller(s) could do during the period from signing to closing, and vice versa.1As a general rule, the covenants given by the seller(s) to the purchaser(s) will be more onerous than the covenants given by the purchaser(s) to the seller(s), since the seller(s) will retain control of the target company until the transaction closes.…

Reflections on Business School

In the period of time between the end of my time at Wharton and the beginning of my new post-MBAcareer, I find myself reflecting on the last two years. (Parenthetically, I can neither confirm nor deny the statement that there might have been a few fingers of whisky involved in the reflection.…

Three Observations on ASEAN E-Commerce

Since joining a private equity firm a long, long time ago (but not, alas, in a galaxy far, far away), I have developed a fairly poor opinion of the efficacy of consultants, particularly in the area of _predictions._1I am also skeptical of their strategy and policy recommendations. Yet, I do admit that they can do good work in collecting and summarizing data, which can be very useful when trying to understand what is going on in a particular region.…

Stock Purchase Agreement Series — Closing Conditions

The majority of private equity transactions are structured with a deferred closing, i.e. the parties will sign the relevant transaction documents on a specific date then consummate (“close”) the transaction by paying the purchase price and transferring the asset at some later date.1The reason for this is simple: a private equity transaction will require the parties to obtain—without limitation—third party financing, various regulatory approvals, third party consents, and corporate governance approvals.…

A Review of Ron Chernow’s House of Morgan

Chernow does an exemplary job of capturing the personalities of his subjects: he brings to vivid life such individuals as Junius Spencer Morgan, George Peabody, and of course, John Pierpont Morgan himself. The account is full of little details that highlight that these people were human: Peabody’s vindictiveness and miserliness towards specific individuals while pursuing grand acts of philanthropy, the way that Junius Spencer Morgan had all his son Pierpont’s letters on political and economic conditions in America bound and set on his shelf, Pierpont’s attention to appropriate attire (a bowler in winter, a Panama hat in summer), and Jack’s retainers snipping Franklin Delano Roosevelt’s photos from Jack’s morning paper, in deference to his high blood pressure and hatred of Roosevelt.…