Benchmark International’s Post

Our latest third instalment of the M&A lifecycle series delves into the intricate details of an M&A deal. It offers an insight into the key documents required for a typical M&A deal and their drafting, focusing on the Share Purchase Agreement (SPA) and Disclosure Letter. Find out more 👇 https://gowlg.co/4aQDlh1 #mergersandacquisitions #corporatelaw

The 𝗯𝗼𝗮𝗿𝗱’𝘀 𝗴𝗲𝗻𝗲𝗿𝗮𝗹 𝗱𝘂𝘁𝘆 𝘁𝗼 𝗮𝗰𝘁 𝘄𝗶𝘁𝗵 𝗱𝘂𝗲 𝗰𝗮𝗿𝗲 𝗮𝗻𝗱 𝗽𝗿𝗼𝗺𝗼𝘁𝗲 𝘁𝗵𝗲 𝗶𝗻𝘁𝗲𝗿𝗲𝘀𝘁𝘀 𝗼𝗳 𝘁𝗵𝗲 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 is more often than not assessed in case an M&A transaction turns out later not to achieve the expectations of the shareholders or in case of any subsequent disputes relating to the transaction. Our Senior Associate Helena Wist discusses the topic in her recent blog post. 👇 💡 https://lnkd.in/dsAxGs3e #boardliability #mergersandacquisitions

An interesting article on M&A due diligence. While a signed letter of intent is a critical milestone, getting through the buyer's due diligence can be just as important ... no deal is finalized until the buyer signs off on due diligence. Quality of earnings ("QofE") and net working capital ("NWC") analyses have both become critical elements in mid-market deal financial due diligence. https://lnkd.in/eAKAYaqv

My blog post on the board's role in an M&A transaction discusses aspects that the board should evaluate while preparing for an M&A transaction. Even though every transaction is different, there are certain aspects the board should always consider when contemplating on commencing a transaction process in order to have acted with due care. And, like the old saying goes, well planned is half done! 😀

Term Sheets serve of the foundational document of an M&A transaction negotiation. It's important to cover the basic wants, needs, and priorities of the respective parties in this agreement in order to help negotiations move forward in a quick and smooth manner. #TermSheet #MandA #mergersandacquisitions #businessforsale #businessforsaleflorida #southflbusiness #businessattorney

Risk. It's an interesting word that is often associated danger, harm or loss. In the context of #M&A transactions, buyers and sellers of businesses, and their M&A advisers, are well served to pay particular to attention recognizing, defining and allocating risk. One of many important concepts associated with risk allocation in M&A transactions is the concept of a materiality scrape. In this article, my Aird & Berlis LLP colleagues Gary Volman, Ryan Cohen, Jordan Mamelak and I discuss materiality scrape provisions in private M&A transactions, the perspectives of both vendors and purchasers with regard to these provisions in this context and present some data describing how frequently materiality scrapes are being used in M&A transactions. Read it here: https://lnkd.in/g_v8R74g

Corporate partners Steven Wambeek and Matthew Burge offer practical advice for successfully navigating a sale transaction. Essential reading for vendors considering a potential deal. For more tips on drafting an effective term sheet, please see our recent article https://lnkd.in/gfF8Eu29 #mergersandacquisitions #auslaw #businessmergersandacquisitions #melbourne

Explore practical insights for your next transaction with guidance from our corporate partners Steven Wambeek and Matthew Burge. Get in touch for advice tailored to your specific needs.

As all M&A lawyers are well aware earn-outs and other deferred consideration mechanisms are popular in private company and business sales. A substantial part of the total consideration can be tied up in earn out provisions. Two recent Supreme Court cases illustrate some of the potential difficulties with such provisions and the care that should taken with drafting such provisions. Please read on…. #mergers and acquisitions #sale of companies #sale of business