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.


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.