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ling-gwuh ni-gō-tē: the language of business

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How should cash and rollover equity be treated in the working capital true-up?

In part one of this series, I suggested that the parties to a deal should not just settle for the trailing twelve month (TTM) average in calculating target working capital. In part two, I gave my perspective on working capital and purchase price. In…

What aspects of working capital should parties to a transaction be able to dispute?

In my prior posts in this series, I argued that the parties to a deal should not just settle for the trailing twelve month average in calculating target working capital and that the working capital adjustment should not be considered purchase price. In this…

Should parties to a transaction use the working capital true-up to renegotiate purchase price?

In this installment in my series of posts on working capital, I will describe the mechanics of a working capital true-up and discuss why the parties should not consider the working capital adjustment as an adjustment to purchase price.

Are you properly addressing working capital in your purchase agreement?

Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business development professionals, seem to struggle with this provision. In this series of posts, I will discuss my perspective on the objective the working capital true-up should attempt to accomplish, and…