Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Anti-Sandbagging Trap That Cost a Buyer $15 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect one of the most underappreciated clauses in M&A purchase agreements: the anti-sandbagging provision. Using a real-world case from a 2022 industrial manufacturing deal, they show how a buyer who knew about a material compliance issue before closing — but failed to disclose that knowledge — lost the right to sue the seller post-close. The result: a $15 million liability that the buyer had to absorb. The episode explains the two main legal regimes (pro-buyer sandbagging and anti-sandbagging), why the distinction matters more than…
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