Definitive Deal Documents in M&A Transactions

One of the final steps in the M&A process happens concurrently with the due diligence process where the buyer and the target company will begin to work with their attorneys to prepare the Purchase and Sale Agreement and other ancillary documents to close the transaction. The Buyer’s counsel will typically prepare the initial draft of the purchase agreement based on the deal terms agreed to in the Letter of Intent. It will then be reviewed by the target company‚Äôs counsel for changes and comments, many of which will be negotiated in a series of calls and meetings between the parties and their counsel.

The main document is the Purchase Agreement. A well drafted Purchase Agreement will significantly decrease the likelihood of disputes and litigation in the future.

Here are some of the key provisions contained in a Purchase Agreement:

    1. Deal Structure
    2. Purchase Price and Payment Terms
    3. Representations and Warranties
    4. Indemnification
    5. Non-Compete, Non-Solicit and Other Post-Closing Covenants

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