What function do the indemnities serve? When a contractual clause is breached, the injured party will have a right to bring a legal action against the breaching party, and the court will determine the appropriate quantum of damages to be paid by the breaching party. The problem with letting the court determine the quantum of damages is that it leaves both parties uncertain of what their maximum exposure post-closing will be.…
So, without further ado, and recognizing that life advice from someone who has yet to cross the venerable age of sixty is somewhat pretentious and likely to be wrong, here are thirty-five short, simple pieces of advice that my experience has taught me: There is only now. The future is an illusion, it does not exist and may never exist.…
Stoicism is often thought of as a dour philosophy. A stoic is defined in the Oxford English Dictionary (Second Edition)as one who practises repression of emotion, indifference to pleasure or pain, and patient endurance.Nothing could be further from the truth. Stoicism, as practiced by the Romans, is a practical philosophy for serenity.…
This post will by no means be comprehensive. To write a comprehensive account of representations and warranties would require writing a book; I do not intend to do so at this time. This post will serve to highlight some of the key issues that a private equity professional ought to understand about representations and warranties in an acquisition agreement, and examine some salient representations and warranties in greater detail.…
The acquisition agreement provisions relating to the purchase price are some of the most complex and heavily negotiated provisions in a private equity acquisition agreement. While almost every private equity transaction will be paid for in cash–thereby obviating the need to negotiate over whether the purchase price will be paid in cash, stock of the purchaser(s), or some combination thereof—the seller(s) and purchaser(s) will nevertheless spend a lot of time negotiating over the quantum and any adjustments thereto, the timing, and the existence of any post-completion earn-outs for the seller(s).…