An exit is exciting, but it is also full of hidden risks. When granting representations and warranties, you commit to covering undisclosed liabilities after closing. The question is: how far should that responsibility go? Smart negotiation means defining clear limits upfront, so you protect your future without killing the deal.

When you acquire a company, you are not just buying shares or assets. You are buying relationships, know‑how, and key talent. These intangible assets are what make the deal worth it. But without the right safeguards, they can disappear the day after closing. That is why your SPA must secure value drivers through non‑compete and non‑solicitation, assignment confirmations for IP, chain‑of‑title checks, change‑of‑control consents for key contracts, data‑transfer compliance, and retention plans for critical employees.

In many M&A deals, signing and closing do not happen on the same day. Weeks, sometimes months, can separate them. Why? Because certain conditions precedent must be fulfilled before the transaction can close. These conditions are not just formalities, they are safeguards that protect both buyer and seller.

In M&A, an earn-out can be the bridge between a seller’s expectations and a buyer’s caution. It is not just a payment mechanism, it is a strategic tool that aligns interests and smooths the transition. But here is the catch: if poorly drafted, it can turn into a source of disputes and frustration. At dups, we make sure earn-outs work as intended, protecting value and building trust.

The locked box mechanism is widely used in M&A deals. It sounds simple: fix the purchase price before closing based on a balance sheet at a specific date, often 31 December. No post-closing price adjustments, no surprises. But simplicity can be deceptive. If you do not structure it properly, you risk disputes, leakage, and unnecessary friction.

Yes, you can sell your business without guidance. But in practice, it is often riskier and far more expensive than expected. Complex deals are not just about price, they are about process. At dups, we have seen entrepreneurs lose money because of avoidable mistakes. Here are the five most common pitfalls and how to steer clear of them.

Selling your company is not just about price, it is about process. A well-prepared exit maximises value, minimises risk, and accelerates closing. Poor preparation costs time, credibility, and often millions. At dups, we turn preparation into your strongest negotiation weapon.

Buying a company is not just about finding a good price. It is about securing the right target, structuring the deal, and protecting your future. Complex acquisitions can create outsized wins or costly mistakes. That is why having an experienced M&A advisor is not a luxury, it is a necessity.

Most deals fail before they start. Why? Poor preparation. In M&A, documentation is not admin, it is strategy. It builds trust, accelerates execution, and protects your leverage. If you are planning to raise funds, acquire, or exit, preparation is your negotiation weapon.