In this special report by SRS Acquiom and Bloomberg Law, practitioners can look back and see that the last several years in mergers and acquisitions have been remarkably strong for sellers, leading to not only record volume and prices, but also seller-favorable evolutions in deal structure and terms. This report examines the last decade’s trends in deal terms to identify which of those terms may have experienced a sea change and which are likely to shift with the financial tide in the decade to come.

We examine the following deal terms that have changed significantly in the 2010s:

Seller-Favorable Trends

  • Increased Buy-Side RWI for private target deals
  • “10b-5” and “Full Disclosure” Representations by Sellers
  • “No Other Representations” and “Non-Reliance” Representations by Buyers
  • Indemnification Period
  • Types of Losses Covered: Diminution in Value
  • Requirement to Mitigate Losses
  • Baskets and Thresholds
  • Standalone Indemnities for Payments to Dissenting Shareholders
  • Legal Representation Waiver

Buyer-Favorable Trends

  • Materiality Scrapes

Neutral Trends

  • Purchase Price Adjustments
  • Management Carveouts
  • Alternative Dispute Resolution
Related Insights