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Stock Purchase Agreement Series — Indemnities

After navigating the minefield of the representations and warranties, you might be convinced that we have, like Odysseus, reached the shores of Ithaca. Nothing could be further from the truth. We now come to the next heavily negotiated part of the acquisition agreement: the indemnities. What function do the indemnities serve?…

Life Advice on My Birthday

One’s birthday is a time to reflect on the passage of time. It is a chance to see if age has indeed granted wisdom, or just added wrinkles. 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:…

Stoic Meditations

I am a practicing Stoic, and have been one since my mid-twenties. I encountered Stoicism in my teenage years, via Seneca and Marcus Aurelius, but it was not until Nassim Taleb that I became a practicing Stoic. 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.…

Stock Purchase Agreement Series — Representations and Warranties

The representations and warranties contained in an acquisition agreement are a minefield, and you, my good reader, are the unfortunate sniffer dog being sent into the minefield to locate the mines. It is often the longest section of an acquisition agreement, and the content and the scope of the representations and warranties are extensively negotiated between counsel to the purchaser(s) and seller(s), as well as between the purchaser(s) and seller(s).…

Stock Purchase Agreement Series — Purchase Price

Negotiating purchase prices for private equity transactions can be an experience rather similar to being in a boxing ring. They are also often the subject of very lengthy and complex legal language in the acquisition agreement. 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.…