Anthony Krueger, Associate at Morrison & Foerster LLP
M&A comes in varying sizes. However, there’s a common misconception that smaller deals are easier to execute than larger ones. The truth is, that smaller deals come with their own unique set of challenges that could possibly make them even harder to do.
In this episode of the M&A Science Podcast, Anthony Krueger, Associate at Morrison & Foerster LLP, debunks this myth and discusses how to execute smaller deals and negotiate key legal provisions.
You will learn:
•The complexities of smaller deals
•Executing earnouts
•Reps and warranties insurance for smaller deals
•Working capital adjustments and its effect on smaller deals
____________________________________________________________________________
This episode is sponsored by the M&A Science Academy. If you’re looking to improve your in-house training, we have corporate training plans provided. Give your team members access to the best-in-class courses, templates, and networking opportunities in the industry. It’s also a great way to show your support for M&A Science. If you’re interested in learning more about individual or team plans, visit this page.
Episode Bookmarks
00:00 Intro
04:36 Smaller deals vs bigger deals
06:35 Complexities of smaller deals
06:52 Other layers of complexities
10:10 Earnouts
18:03 Reps and warranties
24:08 Fundamental vs General Reps and Warranties
25:35 Indemnities
28:40 Disclosure schedules
32:34 Caps and Baskets
35:52 Carve-out
36:44 Working capital adjustments
40:47 Deferred revenue
42:01 Accrued bonuses and vacations
44:12 Advice to those doing small deals
45:12 Craziest thing in M&A
