How Hidden Liabilities Derail Mergers

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Sep 2, 2026 · 12m · transcript

Episodes on earnouts and escrows dominate merger coverage, but few operators discuss the quiet killer of deal value: contingent liabilities. In this episode of The Acquisition Talk, Lucas and Luna dissect how undisclosed environmental cleanup costs or pending patent infringement suits can erase millions in post-closing value. Using a hypothetical mid-market software acquisition from early 2026, we explore why buyers must demand deeper due diligence beyond financial statements. We break down the specific language in representations and warranties that protects sellers, and the indemnity caps…