Chapter 15

Documenting the Transaction


Bullet Drafting and editing the final purchase agreement

Bullet Examining the parts of a purchase agreement

Bullet Looking at important representations, schedules, and exhibits

Concurrent with conducting due diligence (see Chapter 14), the buyer and seller draft a purchase agreement to memorialize the deal. Although most documents produced during the M&A process are nonbinding (that is, generally unenforceable in a court of law), the purchase agreement is a final, binding document.

In this chapter, I introduce you to the purchase agreement and tell you what to watch for while writing and reviewing it and what you should leave to your lawyer.

Tip In most cases, the purchase agreement passes the baton from the investment banker (who negotiated the business deal) to the lawyer (who settles all the nits and gnats of the legal issues). Find a good attorney — you’re going to have to trust that person!

Drafting the Deal

The purchase agreement is the final, binding contract between the buyer and seller, memorializing everything the two parties have negotiated. ...

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