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Putting It All Together: What Actually Makes a Small Business Deal Succeed

If you’ve read through this series — from indemnification…

Letter of Intent (LOIs), Exclusivity, and Deal Leverage in M&A

In most small and mid-market transactions, business owners treat…

Non-Competes, Non-Solicits, and Interim Covenants: What Sellers Can — and Can’t — Do

Many sellers assume restrictions begin after closing. In reality,…

Materiality Scrapes, Sandbagging, and Disclosure Schedules: The Fine Print That Drives Claims

Some of the most important deal terms in an acquisition don’t…

Seller Financing in Business Sales: When the Seller Becomes the Bank

Seller financing is especially common in smaller business sales,…

Earnouts and Rollover Equity in M&A: When Sellers Stay Invested After Closing

Not every deal pays 100% of the price at closing. In many…

“Cash-Free, Debt-Free” Deals and Debt-Like Items: What Actually Reduces Your Price

Many business owners are surprised to learn that the purchase…
Attorneys Joe Miller and Bobby Ferreri discuss Asset Sale vs. Equity Sale in M&A What Business Owners Need to Know

Asset Sale vs. Equity Sale in M&A: What Business Owners Need to Know

One of the first structural questions in any M&A transaction…

Working Capital Adjustments: The Most Common Way Deals Get Re-Traded

If there’s one deal term that causes more post-closing disputes…

Indemnification Caps, Baskets, and Escrows: How Post-Closing Risk Really Works

Indemnification provisions define who bears the financial risk…
Ferreri Miller Explains M&A Deal Terms In Plain-English Guide for Business Owners

M&A Deal Terms Explained: A Plain-English Guide for Business Owners

If you’ve never sold or bought a business before, the process…
Business Sale Prep Checklist, Ferreri Miller Boutique Corporate Law Firm Louisville KY

A Detailed Checklist to Help You Prepare Your Business For Sale

A practical guide for owners preparing to sell their business. This…
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