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by idont
4747 days ago
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I tried to find a Merge and acquisition attorney/lawyer. None of them (the good ones) understand my business... Internet is too complicated for these guys... :( So to my experience, they are only of bad advice. We are speaking about $10M... |
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You might be able to get some older sales/purchase documents online to use as examples of things to watch out for. I can share privately some of the "standard" clauses we had placed in our documents, but I really think you need a good attorney and CPA. As every deal is unique.
One other point, you can't stop them from using knowledge they gain from the due diligence part of the process. Yes you can put clauses in the letter of intent, agreement etc, but that just means you can sue them if you catch them later. Of course, they will claim they gained that knowledge independently and its hard to prove. This is why you limit the duration of due diligence. Keep it as short as possible so they have to act or leave, but not so short that you are unreasonable. Also, why I never had one, to me this is where a breakup fee may be worthwhile, make it painful for them not to complete the transaction, so that if they are just tire kicking to "learn" it still has costs.