Category archive
M&A
15 articles about m&a, written to help normal people read contracts with more confidence. Product comparisons now live in /compare.
Asset Purchase vs Stock Purchase: A Buyer's Guide
Asset sale vs stock sale for the buyer of a small business: what you acquire, which liabilities follow, what happens to contracts and leases, and the tax questions to raise.
Read article →Asset Purchase Agreement Review: A Buyer's Step-by-Step Process
How a small-business buyer reviews an asset purchase agreement: the order to read it in, what to check against diligence, where attorney time should go, and how long it takes.
Indemnification Cap and Basket: What's Market?
Check an APA indemnification cap and basket against ABA 2025 and SRS 2026 benchmarks: medians, basket types, and tipping vs deductible examples.
APA Indemnification Clause: Buyer Red Flags
How SMB acquisition buyers review APA indemnification clauses: cap, basket, survival, escrow, exclusions, seller credit, fraud carve-outs, and claim procedure.
SBA Seller-Note Standby Rules: Every Buyer Scenario
How SBA SOP 50 10 8.1 (effective October 1, 2026) treats seller debt used toward required equity: subordination, full standby, and the half-of-injection cap.
SBA Seller Note Standby Checklist for Buyers
SBA SOP 50 10 8.1 seller-note rules (effective October 1, 2026): full vs partial standby, subordination, and how to check it against your APA and note.
Quality of Earnings Report for Business Buyers
Scope a quality of earnings review around revenue, adjustments, working capital, customer concentration, and the exact purchase-agreement decisions it must inform.
How Should an Acquisition Earnout Be Structured?
An earnout turns part of the purchase price into a post-close formula. Review the metric, accounting rules, operating covenants, disputes, offsets, and acceleration together.
How Long Should Indemnification Survival Last?
A survival provision sets contractual claim timing, but its effect depends on the representations, accrual language, notice, remedies, law, insurance, and other deadlines.
What Is a Market-Standard Indemnification Cap? (2025 Data)
What a market-standard indemnification cap looks like in an SMB acquisition, using the 2025 ABA and SRS Acquiom deal-terms data. Median caps, how rep and warranty insurance changes the number, and what a searcher should push for.
12 Acquisition Contract Clauses SMB Buyers Must Check
The 12 APA and deal-document clauses that can change price, closing certainty, and post-close recovery in an SMB acquisition.
Reading an Asset Purchase Agreement: A Searcher's Checklist
Review the APA clauses that move price, recovery, and closing risk: working capital, seller notes, indemnity, disclosure schedules, consents, and non-competes.
Retained Employee Agreements After an SMB Acquisition
What SMB buyers should align in retained employee agreements: role, compensation, incentives, IP, restrictions, and exit terms.
SBA Loan Requirements for Contract Due Diligence
A source-led checklist for separating SBA 7(a) program rules, lender underwriting requests, and the transaction documents an acquisition buyer must reconcile.
Seller Financing Note Red Flags
Review a seller note by separating purchase-price economics, SBA equity treatment, payment terms, subordination, remedies, collateral, and cross-document conflicts.