Divestiture | Earnouts or Burnouts | Negotiating Strategies | How to Spot a Liar | 3 Principles
September 2016

Early Bird Registration Ends September 21, 2016
Joe Lindsey, M&AMI, CM&AP, CBI
Chairman: The M&A Source Board of Directors

As seasoned merger & acquisition advisors, M&A Source members should be well versed in the various corporate finance solutions that we can offer our clients.  Corporate finance solutions and your knowledge of those solutions empower you, the professional advisor, with opportunities to provide value-added services to your client.  Examples of those solutions include mergers, acquisitions, divestitures, exit planning, family succession, growth strategies, access to capital, risk reduction, management buy-outs, management buy-ins, and recapitalizations.

Peter Ferrari, Contributing Writer
Article reprinted courtesy of

Takeaway: Earnouts are difficult legal clauses to manage and can often lead to misunderstanding and difficulty realizing them. Here is a practical example of some of the pitfalls that sellers should watch for.
Earnout clauses are becoming more and more common in purchase and sale agreements, especially in a volatile economy or where the target company's earnings have fluctuated over past years. There are many risks associated with earnouts and if their provisions are not properly drafted in the definitive agreement, then the seller stands a good chance of getting burned.  
Owen T. Johnson, CPA/ABV, CBA, ASA &  Christian Heuer
Article previously published in The Best of M&A Today 

Over the last ten to twenty years in negotiating deals, we have learned that there are many different styles of negotiating when getting a deal done. Some of the most useful and realistic ways to approach various scenarios are fairly simple, but they can be easy to overlook while in the line of fire. It is always our objective to achieve our clients' goals and make them comfortable with the deal. As such, below is a list of negotiating strategies that we know from experience help create value for a deal. 
Carmen Noble
Senior Editor of Harvard Business School Working Knowledge

Want to know if someone's lying to you? Telltale signs may include running of the mouth, an excessive use of third-person pronouns, and an increase in profanity.
These are among the findings of a recent study that delves into the language of deception, detailed in the paper Evidence for the Pinocchio Effect: Linguistic Differences Between Lies, Deception by Omissions, and Truths, which was published in the journal Discourse Processes.
John Carvalho, Contributing Writer
Article reprinted courtesy of 

Takeaway: Every deal has its own unique challenges, but just about every successful deal has three key elements in common.

For more than six months I worked closely with a client on the  acquisition  of a  mid-market business . Like most deals, it was a roller coaster ride with gut wrenching twists and turns throughout the process. Although the initially agreed upon  purchase price  did not change from the  LOI , the details of the deal were altered many times before  closing  the transaction. (Read more in  So You Received a Letter of Intent, Now What? )

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