Allocating Risk in a Deal: Representations and Warranties for Buyers and Sellers of Businesses

July 24, 2018

Thanks to Robert Drumm for writing this guest post. Robert is currently an attorney at Van Osdol and has a long history of completing private company transactions. We’re grateful he was willing to share his expertise here. 

Sometimes clients who are involved in their first business transaction are surprised and even frustrated that the lawyers on both sides of the deal devote so much time and attention to “Representations and Warranties” when they negotiate a definitive purchase and sale agreement (the “PSA”).  This part of the PSA might initially seem like wasted words that make the document thicker and the legal bill higher, but they are important. Read more

Deal Documents 101: An Introduction to the Alphabet Soup of CIMs, NDAs, LOIs, and PSAs

June 19, 2018

Thanks to Robert Drumm for writing this guest post. Robert is currently an attorney at Van Osdol and has a long history of completing private company transactions. We’re grateful he was willing to share his expertise here. 

Technical jargon and acronyms are natural to every subject.  Jargon usually makes “insider” communication easier but at the cost of clarity to outsiders.  Investment bankers, lawyers and other business transaction professionals have our own alphabet soup of jargon, and sometimes, without meaning to be rude, we inflict that jargon on our clients: Read more