E&M

2020/3

Valter Conca Mauro Locatelli

Best Practices in Acquisition Contracts

Acquisition contracts are increasingly complex and structured. Corporate transactions, private equity deals, controlling and minority stakes, and pricing mechanisms complicate negotiations and influence the closing times of operations. Contracts have standard clauses with the application of very diverse perimeters and quantities as a function of the type of operation and the characteristics of the counterparties. Despite completely trusting advisors and specialized business lawyers, those who buy or sell businesses are not always aware of the existence of the key parameters that can orient decisions.#Although in the contractual phase attention should be paid to applying and implementing the agreements reached during the negotiations, potential breaking points can arise between the parties (deal breakers); the critical issues are principally traceable to mechanisms of price adjustment, the recognition of potential risks, and guarantees requested by the buyer.

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