The Anatomy of a Deal

The Anatomy of a Deal is a series of easy-to-digest articles that break down complicated aspects of business transactions.

Each month, Eric Duffee takes apart a different topic and, along with quarterly collaborative pieces featuring local professionals in the tech and transactional fields, helps you better understand terms + processes that can shape the direction of your business.

Representation + Warranty Insurance – September 27, 2019
We’ve talked about contentious negotiations and deals dying before, this piece, a collaboration with Vince Stasiulewicz of Hylant, looks at one way to deal with these risks: getting some insurance.

Life Cycle of a Deal – August 23, 2019
From getting ready to closing the deal, this piece is a step-by-step walkthrough of the typical life cycle of a deal.

Transaction Structures – Part 2: Mergers – July 26, 2019
In part two of our look at transaction structures, this piece focuses on mergers, the forms they take, and what makes them different from a sale.

Transaction Structures – Part 1: Sales – June 28, 2019
The first in a two-part look at the most common transaction structures, this piece shows how a deal’s structure matters to both Buyers and Sellers.

Material Adverse Effect After the Akorn Decision – May 24, 2019
Reaching back to our very first Anatomy of a Deal, this piece reviews an impactful court decision that finally starts to quantify MAEs.

Potential Deal-Killers – April 19, 2019
Sometimes, deals die. Maybe it was financing, maybe it was a lack of diligence, but maybe it was preventable. This piece looks at how to avoid deal-killers before they happen.

Survival Periods – March 22, 2019
Pre-closing issues can arise even after closing, which is why both Buyers and Sellers need to stay aware of the survival period.

Earnouts: Seller + Buyer Beware – February 22, 2019
Collaborating with Ross Vozar of BDO, this piece wants you to “Prove it,” connects expectations with reality, and looks at the traps along the way. 

Caps + Baskets – January 25, 2019
Both Buyers + Sellers need to be aware of applying caps and baskets – they shift who’s at risk and who’s liable should certain breaches occur.

Recoverable Losses – December 31, 2018
Even after a deal closes, things can go wrong, and Buyers may look to recover some of their losses – which may or may not be possible.

What Goes in a Letter of Intent – November 30, 2018
In collaboration with Josh Curtis of Footprint Capital, this piece details the LOI, which may be non-binding, but is critically important to both sides of a deal.

Closing Adjustments – October 26, 2018
By the time a transaction is complete, the purchase price may have changed, upward or downward, from the pre-negotiated target. And there can be plenty of reasons why.

Preparing to Sell Your Company – September 28, 2018
A collaboration with Jim Lane of Redbank Advisors, this piece guides you through 8 simple steps to help get your company ready for a well-executed future sale.

“Full Disclosure” Representation - August 24, 2018
Is it a “backstop,” or is it a “catch-all?” This piece of a deal is meant to root out fraud, but does it really need to exist?

“No Undisclosed Liabilities” Representation - July 27, 2018
This common piece of nearly any deal is intended to inform the Buyer of possible liabilities that might occur once the deal is closed.

The Definition of Knowledge - June 29, 2018
“Seller's Knowledge” and its effects on purchase agreements.

Material Adverse Effect/Material Adverse Change Clauses - May 25, 2018
How setting a threshold for acceptable negative effects can have significant benefits for either the seller or buyer, if written correctly.