Location, location, location

For experienced transactional attorneys, a contract to sell a business has a familiar architecture that sorts the various statements and promises of the buyer and seller by function.  An assertion that a fact is or will be true?  Put it in the part of the contract for representations and warranties.  The seller is promising to […]

More on Post-Closing Control and Earn-Outs

I observed in my prior post that the seller of a business will seldom obtain a commitment from the buyer to operate the purchase business in such a manner as to maximize the amount of post-closing contingent or earn-out payments.  There are exceptions, of course – a search of purchase agreements included in SEC filings […]