Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the No-Shop Clause Traps M&A Sellers Before the Deal Is Signed
Episode 86 of The Acquisition Talk breaks down the no-shop clause — a standard M&A provision that sellers often sign without realizing it can kill their leverage and even their backup plans. Lucas and Luna walk through a real 2023 case where a mid-market software founder accepted a no-shop with a 90-day tail, only to watch the buyer drag its feet on financing while the seller's second bidder walked away. They explain the three structural traps inside a typical no-shop: the exclusive negotiating period, the fiduciary out, and the matching right. They also cover how sellers can push for a…
The skinny
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