Legal Documents Negotiation

Id look out for information rights

rights of first refusal if any (ROFR)

repurchase rights if any

assignment of rights (repo and ROFR)

Any special provisions like loans, etc.

Need to keep it very commercial. However, best thing to do is to ask your lawyers to produce a commercial key issues list. Otherwise check out some redlines from prior deals but note that the market does move 

I typically focus on key definitions (cash, indebtedness, transaction expenses) (would focus on capturing anything you've found in diligence, can lean on QoE work) and ensuring the transaction flows properly (i.e., does the wording that builds to purchase price actually work mechanically, are any earn-outs or special deal terms captured properly). You can also weigh-in on any special representations/warranties that you want to include that are more bespoke based on prior deals that you've done or diligence findings (e.g., attestation that top [20] clients are in good standing).

Agree you can lean on lawyers for more legal terms (indemnity sizing and mechanics, etc.).

(1) Ask internally for what matters to your firm.

(2) Ask your lawyers for any checklists they have. You could also ask for annotated templates that they have. Like they probably will have a marked up “buyer friendly” version, “seller friendly” version, and a neutral version. Although they may not share these marked up templates with you.

(3) There is a lot of legal educational material that could be helpful. I am partial to, and promote it about as often as I can, the LexisNexis M&A Practice Guide by Glover, Chapman and co. It is a legal book but it handles the material in a very practical, relatively plain english, way (as it should as a “Practice Guide”). It isn’t cheap at $350 or so but it is a very good reference guide for “what do these terms mean” and “what are some potential consequences”