Tag archives: ABA Study

Earn-out trends: continued

Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association’s 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study). As the ABA has now published its 2016 study (the 2016 ABA Study), we thought it … Continue reading

2016: the year of sandbagging

One of the highlights from the American Bar Association’s (ABA) 2016 Canadian Private Target M&A Deal Points Study in which our firm was a key participant (the 2016 Study), was the increased inclusion of sandbagging provisions in deals. The 2016 Study saw the inclusion of sandbagging provisions in 46% of deals (up from 29% in … Continue reading

Risk and reward: M&A in the face of terrorism and global insecurity

The threat of terrorism and its potential impact on companies should always be considered when negotiating M&A transactions in any country or environment. Acquirers are sometimes attracted to targets operating in volatile and hostile regions, as the risky environment can drive down valuations or share prices to create attractive investment opportunities. An extreme example would … Continue reading

Limiting vendor liability in private M&A transactions

In a perfect world, all issues as between a purchaser and a vendor of a business (whether assets or shares) are settled at the time of closing. Unfortunately, this is not how the real world operates, notwithstanding the level of due diligence conducted by a purchaser and its professional advisors. To protect against go-forward liability, … Continue reading

Knowledge qualifiers in purchase agreements: trends and considerations

In negotiated acquisition agreements, representations and warranties provided by the seller are sometimes qualified by the knowledge of the seller. In such agreements, it is critical to clearly set out the standards as to what constitutes knowledge of the seller. According to the 2014 Canadian Private Target M&A Deal Points Study by the American Bar … Continue reading
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