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2021 Deal Points Study Articles

The ABA Private Target Mergers & Acquisitions Deal Points Study is published on a bi-annual basis. The 2021 Deal Points Study (the “Study”) analyzed 123 publicly available purchase agreements executed and closed in 2020 and the first quarter of 2021.

Goulston & Storrs has identified several key trends of note in the most recent Study. In partnership with Bloomberg Law, corporate attorney Dan Avery writes about these trends in M&A provisions.

Alternative Dispute Resolution Provisions (May 4, 2022)

Compliance with Laws Representations (May 10, 2022)

Insurance Reduction Provisions (May 17, 2022)

Earnout Provisions (May 24, 2022)

After-Tax Indemnity Limitations (May 31, 2022)

Indemnity Caps (June 7, 2022)

The 'Materiality Scrape' (June 14, 2022)

Target Counsel Legal Opinions (June 21, 2022)

Purchase Price Adjustments (June 30, 2022)

Financial Statement Reps (July 6, 2022)

Indemnification as an Exclusive Remedy (July 12, 2022)

Waiver of Jury Trials (July 19, 2022)

Damage Mitigation Provisions (July 27, 2022)

Non-Reliance & NOR Provisions (August 2, 2022)

Exclusion of Consequential Damages (August 9, 2022)

Separate Escrows for Purchase Price Adjustments (August 16, 2022)

Indemnity Baskets (August 23, 2022)

Indemnity Escrows (August 30, 2022)

Representations & Warranty Insurance (September 7, 2022)

Disclosure Schedule Updating (September 13, 2022)

Sandbagging Provisions (September 20, 2022)

Use of Knowledge Qualifiers for Representations and Warranties (September 27, 2022)

No Undisclosed Liabilities Representations (October 4, 2022)

Stand-Alone Indemnities (October 12, 2022)

10(b)(5) & Full Disclosure Representations (October 19, 2022)

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