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Stock Purchase Agreement Series — Covenants

Having discussed purchase price adjustments, representations and warranties, indemnities, and closing conditions, I now turn to the last of the main sections of an acquisition agreement, the 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.…

Reflections on Business School

It is over. In mid-May, I walked down Locust Walk with my classmates, listened to Ruth Porat, CFO of Alphabet, Inc. give the commencement speech to the Class of 2016, received my scroll, tossed my cap into the air, and officially ended my two years at Wharton. In the period of time between the end of my time at Wharton and the beginning of my new post-MBA career, I find myself reflecting on the last two years.…

Three Observations on ASEAN E-Commerce

E-commerce in Southeast Asia is hot. It is also extremely complicated and fragmented, with no clear winner in sight, yet. I offer a few brief thoughts, from the perspective of someone native to Southeast Asia but who has spent the better part of 15 years in the United States, Australia, Western Europe and Latin America.…

Stock Purchase Agreement Series — Closing Conditions

The closing conditions. The acquisition agreement for most private equity transactions will have, in addition to the bespoke representations and warranties, indemnities, and covenants, a raft of closing conditions. I suspect that a chapter, at least, would be necessary to do justice to this area of the acquisition agreement, but in the interest of brevity, I will confine myself to just one post.…

A Review of Ron Chernow’s House of Morgan

Ron Chernow is likely more well known today for his biography of Alexander Hamilton, which was adapted by Lin-Manuel Miranda into the musical Hamilton. However, I find his account of the Morgan banking dynasty in The House of Morgan: An American Banking Dynasty and the Rise of Modern Finance far more compelling; indeed, I would say it is a “must-read” for anyone seeking to understand the history of Anglo-American finance.…