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.

The People in Your (Dealmakers) Neighborhood: Part 1 Meet Your CPA– September 3, 2021
CPAs play a major role in mergers and acquisitions, so finding the right CPA advisor can add significant value to your transaction.

Post-Closing Integration in a Mad (Men) World – July 23, 2021
When a deal closes, the leadership team must still address numerous challenges as the two companies integrate operations and merge into one.

Adjustment Disputes – June 25, 2021
A deal’s purchase price can be adjusted post-closing based on a number of factors, at which point disputes often arise.

Oh, Sh*t! Anatomy of an Indemnity Claim – May 28, 2021
When a buyer feels the seller didn’t deliver on its promises post-closing, an indemnity claim can arise. But asserting, litigating and collecting on a claim is harder than it sounds.

Crash Course in Family Succession – Part 3 – April 23, 2021
One of the most effective ways to minimize taxes as part of a family business transition is to leverage trusts, namely GRATs and IDITs, as a mechanism for the transfer of assets.

Crash Course in Family Succession – Part 2 – March 26, 2021
The key to a successful business succession is inherent in avoiding taxes- implementing an annual gifting strategy can do the trick, but can also take a long time and comes fraught with family dynamic risks.

Crash Course in Family Succession – Part 1 – February 26, 2021
Family succession is fraught with (often avoidable) landmines. Here are seven of the most common and the decision points for addressing them head-on.

Equity Rollovers 101 – January 22, 2021
Sellers who have dreams of walking away with all-cash proceeds from a sale should be aware that they’re likely going to negotiate an equity rollover instead, depending on the type of deal and the buyer’s goals.

Anatomy of a Deal’s 2021 New Year’s Resolutions – December 18, 2020
With 2020 mercifully in the rear-view mirror, we’ve got 4 New Year’s Resolutions that every business owner should focus on if a potential short- or long-term exit is anywhere on the horizon.

Deal Protection – November 25, 2020
When transactions begin to collapse, buyers and sellers look to key contractual deal protection provisions to understand their options for recovering the time and money already invested in a failing deal.

Restrictive Covenants: A “Tommy Boy” Case Study – October 23, 2020
Sellers are often asked to agree not to (a) compete, (a) solicit customers, (c) solicit employees, or (d) share/use confidential information after an M+A deal closes, but what are they really agreeing to do?

Due Diligence 101 – September 25, 2020
Buyers and sellers all hate the time and expense of due diligence, but an effective process can often be the difference between a deal closing or falling apart.

M+A Tax 101 – August 28, 2020
Too many businesses underappreciate the impact that taxes can have on a deal’s success, so it’s important to debunk many of those unfortunate myths surrounding deal tax.

M+A Motivations – July 24, 2020
From acqui-hiring and deal settlement to business restructuring and legacy planning, there are plenty of lesser-considered drivers that can be the impetus for M+A transactions.

Strategic Buyer vs. Financial Buyer – June 26, 2020
Owners looking to sell typically choose between selling to a “strategic” or “financial buyer. There are 6 key considerations to aid owners in making that decision.

I'm Still Standing. Now What? – May 22, 2020
Businesses that have survived the pandemic don’t have time to waste. There are 5 key strategies they need to be considering right now in order to come out the other side a better organization.

The Post-Pandemic Future for M+A Activity – April 24, 2020
We’re seeing signs that, much like the country itself, the M+A market is beginning to “open up” again. The next step is to identify a few key indicators that will confirm that the recovery is indeed here.

Crisis Demands Creativity in M+A – March 27, 2020
With an economy in freefall and increasingly scarce debt funding available, traditional M+A deals may evolve into more creative alternatives, including so-called “distressed transactions."

ESOPs – February 28, 2020
In this month's piece, Eric collaborates with his M+A practice co-chair, Todd Kegler, and goes into detail on Employee Stock Ownership Plans - better known as ESOPs.

Alternative Transaction Structures – January 24, 2020
Let's look at 5 other transaction types that give mature companies more specialized options besides just the 100% buyout.

Interactions with Third Parties – December 20, 2019
This month’s piece looks at a significant source of risk for transactions: parties who aren’t even involved in your deal.

Employee Incentives - Part 2 – November 22, 2019
The second piece in our look at incentives breaks down some of the most typical equity compensation alternatives + examines the pros and cons of each.

Employee Incentives - Part 1 – October 25, 2019
Incentives can 1) help retain talent, 2) help fuel growth, and 3) be disastrous if mishandled. This piece focuses on potential tax complications especially for the employee receiving the incentives.

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.