Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Anti-Sandbagging Clause Traps M&A Sellers
In this episode of The Acquisition Talk, Lucas and Luna dissect the anti-sandbagging clause in M&A purchase agreements—a provision that can deny sellers post-close damages if the buyer discovers a breach of reps before signing. Using the real-world case of the 2018 $1.6 billion acquisition of Shutterfly by Apollo Global Management, where a hidden data liability was disputed after close, they explain how these clauses shift risk, why sellers often sign them under pressure, and the one negotiation tactic that can protect your payout. If you're a founder or operator selling your company…
The skinny
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