What are Drag-Along and Tag-Along rights?
Drag-along rights allow a majority shareholder to compel minority shareholders to join a sale on the same terms; tag-along rights allow minority […]
What is a Deadlock Clause?
A deadlock clause is a provision in a shareholders agreement that provides a defined mechanism for resolving disputes between equal co-owners when […]
What is Deal Structure?
Deal structure is the combination of price, payment terms, form of consideration, and post-closing obligations that together define what the seller actually […]
What is a Data Room?
A data room is the secure, organized repository of documents and information made available to buyers and their advisors during the due […]
What is a Confidentiality Agreement (NDA)?
A confidentiality agreement, also called a non-disclosure agreement or NDA, is a binding contract that prevents a prospective buyer from disclosing or […]
What is the Difference Between Closing and Post-Closing Adjustments?
Closing adjustments finalize the purchase price at completion based on the actual financial position delivered; post-closing adjustments settle any remaining differences after […]
What is Closing and Completion?
Closing is the moment a transaction legally completes, when funds are transferred, documents are executed, and ownership of the business formally changes […]
What are Clean Financials?
Clean financials are financial statements that are accurate, consistently prepared, free of personal or non-business expenses, and presented in a way that […]
What is the Difference Between an Asset Sale and a Share Sale?
In an asset sale, the buyer purchases specific assets and liabilities of the business; in a share sale, they purchase the shares […]
What is the Value Acceleration Methodology?
The Value Acceleration Methodology is the Exit Planning Institute’s structured framework for building business value deliberately over time, aligning the owner’s business, […]
What is Transferable Value?
Transferable value is the portion of enterprise value that would survive if the owner stepped away, the share of what the business […]
What is Transferability?
Transferability is the degree to which a business can operate, perform, and retain its value after ownership changes, independently of the person […]