Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Most Dangerous M&A Clause Nobody Reads
In this episode of The Acquisition Talk, Lucas and Luna dive into the most overlooked yet perilous clause in M&A agreements: the indemnification survival period. Using the cautionary tale of a $50 million software acquisition where the seller lost $12 million due to a poorly negotiated 18-month survival window for reps and warranties, they explain why standard boilerplate can devastate sellers. Lucas breaks down how the clause works, the hidden traps around indemnification caps and baskets, and why buyers exploit vague language to claw back purchase price. Luna pushes back on whether sellers…
The skinny
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