The Dilemma of Misaligned Interests in Defending Third Party Claims. Anyone with experience in private M&A transactions knows...

Acquisitions of private companies often provide for post-closing earn-out payments to bridge a valuation gap between the seller and buyer...

It is in the best interests of both parties in an M&A transaction to maintain essential information rights, not only for the buyer during the pre-closing period...

Indemnification is one of the most heavily negotiated areas in merger and acquisition transactions...

In private M&A transactions with working capital adjustment provisions, the purchase price paid at closing is normally based on the seller's pre-closing estimate...

In the world of private M&A deals, much is at stake following the closing. Significant value remains at risk in the form of working capital...