M&A
6 articles about m&a, written to help normal people read contracts with more confidence. Product comparisons now live in /compare.
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.
Read article →Reading an Asset Purchase Agreement: A Searcher's Checklist
How to read an Asset Purchase Agreement as a self-funded searcher. Section-by-section checklist covering reps, indemnification, escrow, working capital, and the schedules where real risk hides.
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 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.
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.
Seller Financing Note Red Flags
Seller financing notes on SBA-backed SMB deals require full standby for 24 months and specific default, acceleration, and personal guarantee terms. The red flags that signal a seller note will undermine your financing.