SDE vs EBITDA: Which Valuation Metric Applies to Your Deal
Compare SDE and EBITDA in a business acquisition: verify add-backs, replacement costs and the price basis before an unclear metric changes the deal.
Apr 17, 2026
Page 9 of 17. Practical M&A and securities guidance from deal counsel.
Compare SDE and EBITDA in a business acquisition: verify add-backs, replacement costs and the price basis before an unclear metric changes the deal.
Apr 17, 2026
A detailed legal analysis of search fund investor agreements: the traditional two-step capital structure, search capital PPM and subscription terms, step-up mechanics on conversion, acquisition capital pro rata rights, searcher vesting tranches, non-compete obligations, deal acceptance process, preferred equity terms at closing, and post-closing governance.
Apr 17, 2026
How carry and step-up mechanics work in traditional search fund sponsor equity structures. Covers the two-stage structure, search capital, acquisition stage step-ups, carry vesting, good leaver provisions, preferred returns, board composition, and exit waterfalls.
Apr 17, 2026
A detailed legal analysis of post-acquisition governance for search fund and independent sponsor CEOs: board composition, searcher equity grants and vesting, anti-dilution protection, preferred equity governance rights, CEO employment agreements, seller rollover equity, add-on acquisition authority, capital call provisions, exit waterfall mechanics, D&O insurance, and dispute resolution.
Apr 17, 2026
A detailed legal analysis of Exchange Act reporting obligations for newly public companies: Section 12 and 15(d) registration triggers, Form 10-K, 10-Q, and 8-K requirements, Section 16 insider reporting, Regulation FD, Rule 10b-5, 10b5-1 trading plans, Rule 144 resales, proxy statement mechanics, Schedule 13D and 13G beneficial ownership reporting, and PSLRA safe harbor for forward-looking statements.
Apr 17, 2026
A legal analysis of conflicts of interest and fiduciary duties in GP-led secondary transactions: Advisers Act obligations, SEC Private Fund Adviser Rule requirements, LPAC independence, fairness opinion methodology, Delaware partner duty doctrine, LPA conflict provisions, and conflict resolution documentation.
Apr 17, 2026
A Section 363 sale in bankruptcy requires navigating bid procedures, auction mechanics, sale hearing objections, and a final sale order that delivers free-and-clear title. This guide covers the full process from motion to close, including good-faith findings, notice requirements, US Trustee involvement, and liquidating trust structures.
Apr 17, 2026
Buying a business through self-funded search? Align lender requirements, investor rights and seller payments before an LOI locks in conflicting deal terms.
Apr 17, 2026
Buying a business with seller financing? Review the seller note, collateral, payment restrictions and retained ownership before signing the purchase agreement.
Apr 17, 2026
NVCA model documents for Series A preferred stock: term sheet, liquidation preference, anti-dilution, protective provisions, drag-along, registration rights.
Apr 17, 2026
Series Seed, SAFE, and convertible note legal structures: pre-money and post-money SAFEs, MFN stacking, note triggering events, dilution modeling, and Reg D.
Apr 17, 2026
MFN elections in private equity side letters: how MFN clauses work, tiered thresholds, the election process, form and timing, and common drafting disputes.
Apr 17, 2026
SPAC sponsor promote and economics: sponsor LLC, founder shares, private placement warrants, trust account, redemption rights, and IPO timeline.
Apr 17, 2026
A detailed legal analysis of the SPAC de-SPAC proxy and Form S-4 disclosure process: target business description, pro forma financials, projection disclosure under 2024 SEC rules, sponsor conflict disclosure, fairness considerations, redemption right procedures, SEC review cycles, and post-vote closing mechanics.
Apr 17, 2026
A stalking horse bidder sets the floor price in a Section 363 bankruptcy auction. Understanding how break-up fees, expense reimbursement, topping bid structures, no-shop clauses, fiduciary outs, MAC conditions, and backup bidder provisions are negotiated and court-approved is essential for buyers and sellers in distressed asset transactions.
Apr 17, 2026
Tender offer rules for public company M&A: Williams Act, Schedule TO, Rule 14d-10, Schedule 14D-9, withdrawal rights, Section 251(h), and top-up options.
Apr 17, 2026
Real estate transfer taxes in M&A depend on whether the deal is structured as an asset purchase or a stock sale. This guide covers controlling interest transfer taxes, mansion taxes, documentary stamp taxes, mortgage recording taxes, exemptions, multi-state coordination, and penalty exposure for buyers and sellers.
Apr 17, 2026
TSA in a carve-out: service scope, SLA standards, cost methodology, duration and extensions, step-up pricing, and reverse TSAs for buyers and sellers.
Apr 17, 2026
Buying a unionized manufacturing business? This guide covers successorship doctrine, the Burns Rule, Fall River substantial continuity test, multiemployer pension withdrawal liability, WARN Act interplay, and how asset vs. stock purchase affects CBA obligations.
Apr 17, 2026
The WARN Act creates mandatory 60-day notice obligations in M&A transactions involving plant closings or mass layoffs. This guide covers federal thresholds, state mini-WARN statutes, asset vs stock treatment, buyer and seller notice duties, exceptions, damages, and indemnification allocation.
Apr 17, 2026
A working capital adjustment compares closing working capital with a negotiated target and can change the final price after closing. See how the peg is set, how true-ups run and who decides a dispute.
Apr 17, 2026
Most buyers new to M&A hire an attorney after signing the LOI. That is the wrong sequence. Learn what a buyer's M&A attorney does at every stage, why SBA deals require specialized counsel, and what to ask before engaging.
Apr 15, 2026
The real asset in a commercial cleaning acquisition is the contract portfolio, not the equipment. What attorneys check before closing: contract transferability, employee classification, SBA 7(a) requirements, and seller non-compete scope.
Apr 15, 2026
Most sellers lose leverage before the purchase agreement. Here are the 7 LOI clauses that cost sellers the most money and what to fight for before you sign.
Apr 12, 2026
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