Business Finance Terms, Explained Simply.

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What is Non-Solicitation and Non-Compete Clauses?

A non-compete clause prevents the seller from starting or joining a competing business for a defined period after closing; a....

What is Management Continuity?

Management continuity is the assurance a buyer seeks that the key people running the business will remain in their roles....

What is a Letter of Intent (LOI)?

A letter of intent is a non-binding document that outlines the key terms a buyer proposes for acquiring a business,....

What is an Information Memorandum (CIM)?

An information memorandum, also called a confidential information memorandum or CIM, is the formal document prepared by the seller to....

What are Indemnities?

Indemnities are contractual obligations in a purchase and sale agreement that require the seller to compensate the buyer for specific....

What is an Exclusivity Clause?

An exclusivity clause is a provision in a letter of intent that prevents the seller from soliciting or entertaining offers....

What is Equity Rollover?

An equity rollover is an arrangement where the selling owner reinvests a portion of the sale proceeds into the acquiring....

What is an Earnout?

An earnout is a deal structure where a portion of the purchase price is contingent on the business achieving defined....

What is due diligence?

Due diligence is the formal investigation a buyer conducts into a business before completing a transaction, verifying that what was....

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....

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....

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....