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Client Alert: What’s Market in Private M&A?

As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.

The data in this reference guide is based on publicly available acquisition agreements covering transactions that involved private targets being acquired by public companies from 2024 and early 2025. The data is drawn from buyer-filed SEC agreements and may therefore skew toward buyer-favorable terms. Certain transactions, including SPACs, bankruptcy targets, and reverse mergers, are excluded.
 
Find out what’s market and download the guide here: What’s Market.

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The information contained here is not intended to provide legal advice or opinion and should not be acted upon without consulting an attorney. Counsel should not be selected based on advertising materials, and we recommend that you conduct further investigation when seeking legal representation.