A Guide to Acquisition Agreements - Introduction

It’s one of the most consequential documents of your life.  It’s long and complex.  You know you should really understand it, but it seems like it’s written in a foreign language.  Moreover, it’s hard to figure out how to start.  The lawyers have provided a seemingly table of contents, but it’s hard to tell what the headings mean.

Acquisition agreements are complex.  You should hire a good lawyer to make sure that yours is properly done.  That said, you’ll do a much better job of managing your lawyer and negotiating your deal if you understand the document.  You don’t have to read every word, but you should understand the structure of the document well enough to know which parts you want to review in detail and why.  The purpose of this series of posts is to walk you through the typical elements of an acquisition agreement at this high level.

Acquisition agreements are independently and individually negotiated and drafted.  There’s no legally required or industry standard form.  Nonetheless, most American business acquisition agreements follow the same general plan.  Lawyers follow customary forms, both to save time (I know that’s not always apparent in the bill) and to make sure they don’t miss anything.  This guide will walk you through that plan to give you an overview of how the agreement works as a whole and what role each general part plays in its overall function.

The series consists of the following separate posts:

  • Preamble and Recitals
  • Purchase Price and Closing
  • Representations and Warranties
  • Covenants Before Closing
  • Conditions to Closing and Termination
  • Remedies and Indemnification
  • Covenants After Closing
  • Definitions