Author: Kristopher Jones
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Operational Due Diligence: Systems, Process, and People
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Long before a buyer evaluates your EBITDA, your margins, or your customer concentration, something else happens—something quieter but far more revealing. They begin studying how your company actually works. Not what you claim in a pitch deck or how polished your SOPs look in the data room, but the real…
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What Buyers Look for in Financial Due Diligence
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There’s a moment in every deal where optimism meets reality. It happens the second financial due diligence begins. Up to that point, everything is narrative—vision, momentum, growth, positioning, strategy. But once the buyer’s diligence team enters the data room, you discover something essential about M&A: buyers don’t trust stories; they…
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Dealing with ‘Acqui-Hire’ Scenarios: What’s Different?
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There’s a specific kind of M&A deal where the buyer isn’t really buying your company—they’re buying your people. Or more precisely, they’re buying what your people can become under their roof. It’s a strange moment for founders because the business you built suddenly feels secondary. The systems, the brand, the…
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Earnouts: Structuring Them to Minimize Risk
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There’s a point in almost every M&A negotiation where the buyer leans back, folds their hands, and says something like, “We can get to your number… but we’ll need an earnout.”If you’ve never been through a sale before, that might sound harmless—even encouraging. A path to closing. A way to…
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How to Approach Price Adjustments During Negotiations
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There’s a moment in every deal where the room gets quiet. Buyers stop smiling. Advisors lean in. The data room turns from a formality into a microscope. And the founder—whether they admit it or not—feels the shift in their stomach. It’s the moment the buyer signals what every seller dreads…
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What’s Included in a Term Sheet vs. an LOI?
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There’s a moment in every founder’s journey when the dream stops being theoretical and becomes real enough to touch. It usually happens when someone—an investor, a strategic buyer, a private equity group—slides a document across the table. Sometimes it’s called a term sheet. Sometimes it’s labeled “LOI.” And if you’re…
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How Escrow and Holdbacks Work in M&A Deals
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When founders picture the moment they sell their company, they almost always imagine the same scene: wire hits the bank, champagne pops, shoulders finally relax after years of grinding. They picture the moment of relief, the celebration that comes from turning sweat and sacrifice into liquidity. And they picture every…
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Negotiating Indemnity: What’s Fair for Both Sides?
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If you ask seasoned M&A attorneys where most post-closing disputes happen, they’ll give you the same answer: indemnification. Indemnity is the mechanism that determines who pays for what if something goes wrong after the deal closes. It governs how long the seller remains on the hook, how much risk they…
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The Importance of Reps and Warranties in a Purchase Agreement
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There’s a moment in every M&A deal when the founder looks at the draft Purchase Agreement (PA) and thinks: “Wow…this is a lot of legal language.” And they’re right — it is. But buried inside those dozens (sometimes hundreds) of pages sits one of the most important components of the…
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Understanding Working Capital Pegs in M&A
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If deal structure determines what you sell and tax strategy determines what you keep, then working capital determines whether you start your post-exit life in a good mood or staring at a surprise adjustment you never saw coming. Working capital is one of the least understood — yet most important…