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M&A

14 articles about m&a, written to help normal people read contracts with more confidence. Product comparisons now live in /compare.

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Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
Step 3
Sign, review, or walk
Use the guide to decide what to do next.
Best use
Before you agree
The right time to understand a contract is before the signature.
Featured in M&AJul 5, 20266 min read

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.

Read article →
Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A11 min read

Quality of Earnings Report for Business Buyers

What a quality of earnings report catches before you buy a business, what it costs, and how it works beside legal diligence.

Red flags
Diligence guide
Flagged clause
Buried penalty
The expensive part is usually hidden in one sentence.
What Inkvex does
Quotes the exact line
So you can see the language, not just a summary.
M&A5 min read

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.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A11 min read

SBA Seller-Note Standby Rules: Every Buyer Scenario

How SBA SOP 50 10 8 treats a seller note across every acquisition scenario, when it counts as equity, what changed June 1 2025, and the interest rule most blogs get wrong.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A6 min read

SBA Seller Note Standby Checklist for Buyers

SBA SOP 50 10 8 seller-note rules: when a seller note goes on full standby vs partial standby, and how to check it against your APA, note, and subordination.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A5 min read

How Common Are Earnouts, and How Should They Be Structured? (2025 Data)

What a market-standard earnout looks like in an SMB acquisition, using 2025 SRS Acquiom data. How often earnouts appear, typical size and length, offset rights, and the protections a searcher should insist on.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A5 min read

How Long Should Indemnification Survival Last? (2025 Data)

What a market-standard survival period looks like in an SMB acquisition, using 2025 ABA and SRS Acquiom data. Why 12 months is the median, when no-survival deals happen, and what a searcher should push for.

Diligence Guide
Diligence guide
Term
Market-Standard Indemnification Cap
The clause name people search for first.
Meaning
What it really does
The practical consequence, not law-firm wording.
M&A6 min read

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.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A9 min read

The 12 Clauses That Kill SMB Acquisitions

The 12 contract clauses that quietly destroy SMB acquisitions. Customer concentration, indemnification basket structure, MAC carve-outs, and the working capital adjustment language searchers miss most often.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A10 min read

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.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A6 min read

Customer Concentration Clauses That Blow Up Deals

Customer concentration above 20% draws SBA lender scrutiny. Above 50% disqualifies most loans. The contract language and indemnification triggers that protect buyers when a concentrated customer leaves.

Employment
Diligence guide
Check
Non-compete scope
How long, how broad, and whether it is enforceable.
Check
IP assignment
What work becomes theirs, even outside office hours.
M&A6 min read

Employment Agreements for Retained Employees Post-Close

Retention bonus structure, non-solicit scope, IP assignment, and severance terms in employment agreements for retained employees after an SMB acquisition. What protects the buyer without losing the key people.

Guide
Diligence guide
Step 1
Know what matters
Focus on the handful of clauses that change the deal.
Step 2
See it in operator terms
Translate the legal language into a real decision.
M&A6 min read

SBA Loan Requirements for Contract Due Diligence

What SBA 7(a) lenders look for during contract due diligence on SMB acquisitions. Customer concentration, lease assignment, key employee retention, and the diligence items that decide whether the loan funds.

Red flags
Diligence guide
Flagged clause
Buried penalty
The expensive part is usually hidden in one sentence.
What Inkvex does
Quotes the exact line
So you can see the language, not just a summary.
M&A7 min read

Seller Financing Note Red Flags

Under SOP 50 10 8 (effective June 2025), a seller note counts toward your SBA equity injection only if it is on full standby for the life of the loan. The red flags that signal a seller note will undermine your financing.

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