How to Cap Liabilities in a Business Sale
There’s a point in every deal where founders start asking a different kind of question. Not “What is my business worth?” But… “What’s the most I could lose after this closes?” That question is where …
The Importance of Indemnity Provisions in M&A
There’s a moment in every deal where founders realize something uncomfortable. The purchase price isn’t fully theirs. Not yet. Even after months of negotiations, diligence, and alignment on valuation, a portion of that headline number …
What Is RWI (Reps & Warranties Insurance) and Should You Use It?
There was a time when every deal followed the same basic playbook. The buyer required strong representations and warranties. The seller stood behind them. And a meaningful portion of the purchase price was held in …
Understanding Reps and Warranties in Purchase Agreements
There’s a moment in every deal where everything changes. Up until that point, it feels like momentum is on your side. You’ve found a buyer. The conversations are positive. You’ve aligned on valuation. Maybe you’ve …
How to Resolve IP Disputes Before They Derail a Deal
Most deals don’t fall apart because of one catastrophic issue. They fall apart because of friction. And intellectual property disputes are one of the most common sources of that friction—especially when they surface late in …
Open Source Compliance in Tech M&A Deals
Open source software is embedded in almost every modern technology business. In many cases, it’s not just a small part of the product—it’s foundational. Frameworks, libraries, tools, infrastructure layers—open source accelerates development and reduces cost. …
Common Mistakes in IP Representation and Warranties
When founders get deep into a transaction, there’s a moment where the conversation shifts. Up until then, it’s been about growth, performance, and opportunity. Then suddenly, the focus turns to legal language—specifically, representations and warranties. …
Employee and Contractor IP Agreements: Are You Covered?
Most founders don’t think about intellectual property ownership until a buyer starts asking questions. By then, it’s usually too late to fix things easily. The reality is this: a significant portion of a company’s intellectual …
Patent, Copyright, and Trademark Transfer Protocols
Intellectual property is often described as one of the most valuable assets in a business. But in a transaction, value is not determined by what exists. It’s determined by what can be transferred—cleanly, completely, and …
Protecting Trade Secrets Through the Transition
Trade secrets are often the most valuable—and most vulnerable—assets in a business sale. They don’t sit neatly on a balance sheet. They aren’t always formally registered. And in many cases, they’re embedded in how the …