M&A Science11 Des 2023

Executing Smaller Deals and Negotiating Key Legal Provisions

Anthony Krueger, Associate at Morrison & Foerster LLP

M&A comes in varying sizes. However, there's a common misconception that smaller deals are easier to execute than larger ones. The truth is, that smaller deals come with their own unique set of challenges that could possibly make them even harder to do.

In this episode of the M&A Science Podcast, Anthony Krueger, Associate at Morrison & Foerster LLP, debunks this myth and discusses how to execute smaller deals and negotiate key legal provisions.

You will learn:

•The complexities of smaller deals

•Executing earnouts

•Reps and warranties insurance for smaller deals

•Working capital adjustments and its effect on smaller deals

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This episode is sponsored by the M&A Science Academy. If you're looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best-in-class courses, templates, and networking opportunities in the industry. It's also a great way to show your support for M&A Science. If you're interested in learning more about individual or team plans, visit this page.

Episode Bookmarks

00:00 Intro

04:36 Smaller deals vs bigger deals

06:35 Complexities of smaller deals

06:52 Other layers of complexities

10:10 Earnouts

18:03 Reps and warranties

24:08 Fundamental vs General Reps and Warranties

25:35 Indemnities

28:40 Disclosure schedules

32:34 Caps and Baskets

35:52 Carve-out

36:44 Working capital adjustments

40:47 Deferred revenue

42:01 Accrued bonuses and vacations

44:12 Advice to those doing small deals

45:12 Craziest thing in M&A

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