Software M&A Blog

MarkJohnson's picture
Critical M&A Contract Terms #9: Reducing variables between signing and closing
It’s a common misconception that after a buyer and seller sign a contract, everything is set in stone and done. The reality is that the deal isn’t actually closed, yet. After you sign the deal, there may be events out of your control that impact the value or other elements of the deal before... Click here to read more
Posted by Mark Johnson, Vice President on 21 September 2015
JohnSimpson's picture
Critical M&A Contract Terms #8: Ensuring seller control to meet earnouts
As the final agreement is put together, remember that it may include contingent payments, or earnouts. In order to achieve those, you must ensure that you have control over the aspects of the business necessary to hit the goals in question.   Earnouts are often a key component of a deal structure.... Click here to read more
Posted by John Simpson, Vice President on 17 September 2015
ElonGasper's picture
Critical M&A Contract Terms #7: Avoiding delays due to disclosure schedules
Disclosure schedules, meaning “attachments” or “documents” in this context, always take longer than anticipated—and those delays can kill a deal. ​We recently worked on a pair of transactions where disclosure schedules were critical. One closed and the other did not. In the first, the experienced... Click here to read more
Posted by Elon Gasper, Executive Vice President, Research & Technology on 15 September 2015
JonScott's picture
Critical M&A Contract Terms #6: Managing potential dissident shareholders
When you seem to be moving smoothly  through contract terms with a buyer, remember that nothing is a done deal yet. Shareholder approval thresholds can be an issue. Typically, the buyer will require that a specified percentage of the shareholders have signed off on the deal before closing. ​   You... Click here to read more
Posted by Jon Scott, Managing Director, Corum Group, Int'l on 1 September 2015
RussRiggins's picture
Beyond the Headline Number - Indemnities, Escrow, Survival Period & More
When discussing our goals with clients in an M&A engagement, we use the term “optimal outcome”.  You’ll note that we purposefully don’t simply say “highest value.” While the topline number is what gets the attention and headlines, there are a number—a very large number—of other factors that can... Click here to read more
Posted by Russ Riggins, Senior Director on 20 August 2015
DanBernstein's picture
Casual Connect is upon us
Casual Connect is this week, from the 11-13 of August in San Francisco. It’s been an excellent year for game industry M&A, with strong acquisitions, but the pace of acquisitions has decreased this year. Why is that? Buyers have become picky, looking for value purchases and companies that have... Click here to read more
Posted by Daniel Bernstein, Senior Vice President on 10 August 2015
DanBernstein's picture
Critical M&A Contract Terms #5: Ensuring liquidity when receiving publicly traded stock
The IPO market is back and with it is publicly traded stock.  We’re seeing a significant uptick in the number of deals we do involving stock as part of the payment. Taking on public stock in a transaction does not always mean that you can immediately liquidate it. Stock must be registered by the... Click here to read more
Posted by Daniel Bernstein, Senior Vice President on 28 July 2015
RobSchram's picture
Critical M&A Contract Terms #4: Securing reasonable escrow and holdbacks
In an M&A transaction, the seller typically does maintain some liability to the buyer, which will be reflected, in part, in escrows and holdbacks. To satisfy potential future indemnity claims—detailed within the indemnification section of the agreement—a portion of the purchase price is... Click here to read more
Posted by Rob Schram, Senior Vice President on 16 July 2015
JeffBrown's picture
Critical M&A Contract Terms #3: Managing balance sheet adjustments
So, you thought you negotiated the price for your company - but think again. ​ The contract determines how the balance sheet will be treated and that treatment will result in a price adjustment. There’s lots of value in your balance sheet, and the way that it is divided up will impact the amount of... Click here to read more
Posted by Jeff Brown, Senior Vice President on 9 July 2015
RussRiggins's picture
Critical M&A Contract Terms #2: Providing accurate financial reps and warranties
One of the areas that commonly causes problems in the M&A contract is financial information and related representation. Here are some key points to keep in mind as you gear up to tackle financial reps and warranties:   ​ 1.       Make sure the buyer understands how your books and records are... Click here to read more
Posted by Russ Riggins, Senior Director on 6 July 2015
WardCarter's picture
Critical M&A Contract Terms #1: Allocating risk for seller contract assignments
We begin our blog series of Ten Critical Terms in any M&A Contract with the allocation of risk for the seller in contract assignments. How might contract assignments affect a deal? What do you need to do to keep assignments from holding up a deal? Complications arise when the seller’s customer... Click here to read more
Posted by Ward Carter, Chairman Emeritus on 1 July 2015
corumgroup-ltd's picture
New Series: Ten Critical Terms in any M&A Contract
With 300 transactions behind us and a dozen dealmakers who have been through countless twists and turns in the contract process, we recently distilled that experience into ten critical terms that you want to see in any M&A contract:   Allocating risk for seller contract assignments ​ Providing... Click here to read more
Posted by Corum Group, on 25 June 2015
corumgroup-ltd's picture
Hardware Startups vs. Software Startups: Lessons from CNBC's #PowerPitch
During my recent appearance on Power Pitch, we looked at Ampy, a company building kinetic chargers—batteries that charge up through your movement, that you can then use to recharge your smartphone. It’s an interesting concept, but ultimately I was “out” on the deal, for reasons that provide more... Click here to read more
Posted by Corum Group, on 22 June 2015
TimothyGoddard's picture
Demystifying M&A Contracts
You've worked hard, built a company, taken it to market and found a buyer. Then, a 100-page legal document hits your desk. Where do you start? How do you know if you're taking the proper precautions, protecting youself and maximizing your value? Do you just hand it over to your lawyers and hope for... Click here to read more
Posted by Timothy Goddard, Executive Vice President of Marketing on 10 June 2015
corumgroup-ltd's picture
Learning from Google: Three Keys to a Successful Business
When building a successful technology company, it helps to take lessons from other successful companies. Today, let’s take a look at Google. When it first started out, Google set up a toll booth on a new highway that had to be built when consumers started taking advantage of the Internet to... Click here to read more
Posted by Corum Group, on 8 June 2015
corumgroup-ltd's picture
Targeting the Right Market: Startup Lessons from CNBC's Power Pitch
I appeared today on CNBC’s Power Pitch,  where along with two other investors I heard from Ayinde Alakoye, founder of Hitch Radio, on what he calls “the world's first instant messaging app for live broadcast radio.” You can see the full episode here – ultimately, I was the contrarian in the group,... Click here to read more
Posted by Corum Group, on 29 May 2015
corumgroup-ltd's picture
What drives those huge startup exit valuations?
The valuation metrics for deals such as Microsoft's $100 million acquisition of Sunrise Calendar have raised plenty of eyebrows. The app-maker was "unencumbered by revenue", didn't seem to have significant barriers to entry, and only had 12 team members. However, valuations on this type of... Click here to read more
Posted by Corum Group, on 27 May 2015
corumgroup-ltd's picture
When to Consider an IPO
When considering an exit, it is important to differentiate between an IPO and selling. An IPO is a funding event, not an exit.  Investors in public equities want a financial return (unlike strategic buyers, who will pay a premium for synergy value).  IPO is your best option if A) you want to raise... Click here to read more
Posted by Corum Group, on 20 May 2015

Pages

What's My Company Worth?

 Subscribe

Recent Posts

Archived Posts