2026 Private M&A Escrow Size: What Founders Should Anchor at LOI
SRS Acquiom’s 2026 study shows private M&A escrow size and earnouts both growing. Three LOI moves founders should anchor before the buyer’s market drift sets in.
SRS Acquiom’s 2026 study shows private M&A escrow size and earnouts both growing. Three LOI moves founders should anchor before the buyer’s market drift sets in.
After YWCA v. Hatteras Funds, buyer aiding and abetting liability Delaware is back for strategic buyers who help create sell-side conflicts. 2026 drafting playbook.
Florida protected series LLC M&A diligence changes July 1, 2026. What buyers and sellers of Florida LLC targets must add to checklists, reps, and disclosure schedules now.
Tipping basket vs. true deductible is the one-word indemnification choice that decides whether the first dollars of a post-closing claim come out of the seller’s pocket. The dollar math, the ABA market data, and the negotiation move.
The material contracts covenant reads as a routine seller restraint, but between signing and closing in M&A it functions as a buyer veto over the customer renegotiations the seller most needs to have.
When a Florida S-corp sells mid-year, the § 1377(a)(2) interim-closing election can change each seller’s K-1 by six figures. Florida nexus complicates the analysis. The election is made on the return, but the bargain is struck in the merger agreement.
Single-trigger vs. double-trigger acceleration sounds like equity-doc plumbing. In a sale, it decides which of your employees walk away with their equity and which ones are silently re-priced into staying. The buyer’s retention strategy turns on this clause.
In multi-seller M&A, the default indemnification regime is too often joint and several. Clean sellers end up funding the recovery against a single bad-actor seller, then chase contribution after closing. The drafting fix belongs in the term sheet.
Buyers increasingly ask Florida-formed LLC targets to convert to Delaware before signing. The 2025 Revised Florida LLC Act made the outbound conversion easier, but the founder considerations are not w
Founders negotiate their own non-compete in the merger agreement and assume the restrictive-covenant work is done. The buyer’s separate ask for new non-competes from key employees is a quieter leverag