Tag archives: anti-sandbagging

Part 3: Sandbagging in M&A – sandbagging around the world

By Troy Ungerman (Toronto) on December 7, 2017 Posted in M&A

In the past two weeks we have provided an overview of sandbagging in M&A transactions and discussed strategies that can be used when negotiating this clause. We also provided a brief overview of the consequences of remaining silent with respect to sandbagging. This week we will discuss how sandbagging clauses are used in several jurisdictions around the world. … Continue reading

Part 2: Sandbagging in M&A – is silence truly golden?

By Troy Ungerman (Toronto) on November 30, 2017 Posted in M&A

Last week we provided an overview of sandbagging in M&A transactions and outlined how buyers can mitigate their risk when an anti-sandbagging clause is included in the purchase and sale agreement. In a majority of deals, however, buyers and sellers exclude a sandbagging clause altogether, likely because they are not able to find a mutually agreeable … Continue reading

Part 1: Sandbagging in M&A – negotiating strategies

By Troy Ungerman (Toronto) on November 23, 2017 Posted in M&A

What is “sandbagging”? The concept of sandbagging is simple: one party has a strength, an advantage, or is in a position of power, which is concealed or downplayed in order to take advantage of the other party later. In the context of M&A deals, this is when the buyer learns the seller has breached a … Continue reading

2016: the year of sandbagging

By Troy Ungerman (Toronto) on January 17, 2017 Posted in M&A

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