Structure and how the price moves
The first question is what is being acquired: the shares of a company, selected assets and liabilities, or the company through a merger. The structure affects taxes, which contracts and permits need consent to transfer, and which liabilities follow the business. The headline price is rarely the final number. Working capital adjustments, debt and cash adjustments, escrows and holdbacks, and earnouts tied to future performance can all move the amount actually paid, and earnouts in particular often lead to later disputes over how the business was run after closing. Each of these mechanics should be modeled against real numbers before the language is agreed.
Representations, indemnities, and the gap before closing
Representations and warranties are the seller's statements about the business, and the disclosure schedules list the exceptions. What happens if a statement turns out to be untrue depends on the indemnification provisions, including how long claims survive, deductibles and caps, special indemnities for known issues, and whether indemnity is the exclusive remedy. If signing and closing are separated, covenants govern how the seller runs the business in the meantime, and closing conditions and termination rights determine when either side can walk away. Representation and warranty insurance can replace part of the indemnity package, but it typically excludes known problems. Reading these provisions together, rather than one at a time, shows where the risk actually sits.
How we approach a draft
When you bring us an acquisition agreement, we start with the deal you believe you made, usually reflected in the letter of intent, and test the draft against it. We identify the provisions that matter most for your side and your industry and separate them from points worth conceding. For sellers, that often means limiting post-closing exposure and making earnout terms measurable; for buyers, it means tying the protections to what diligence uncovered. Bring the letter of intent, any diligence findings, financial statements, and a list of the contracts or approvals you know will be needed. Timing pressure is common, and an early read of the draft helps keep negotiation focused.
