Structuring and drafting the acquisition agreement requires both a thorough understanding of the deal as a whole and meticulous crafting of the specific provisions of the purchase agreement. The deal lawyer should always bear in mind that the intricate provisions of the agreement are important only to the extent that they improve the client’s chances of achieving its overall objectives in the transaction. In the midst of negotiating over materiality qualifiers and indemnity caps, it is easy to get caught up in trying to win the point in contention even though it may make little or no difference in the scope of the deal as a whole.
This paper considers the relationships between and among the various elements of the purchase agreement with an emphasis on thinking of the individual elements in the context of the entire transaction.
Read the full article here.