top of page


MAE Clauses, Closing Conditions, and Interim Covenants: Negotiating the Gap Between Signing and Closing
By Trenton Roberts and Rachel Jones. The MAE clause, the closing conditions, and the ordinary course covenant decide who carries the risk between signing and closing. How to negotiate each, and what Akorn and AB Stable teach.
Trenton Roberts
Oct 1210 min read


AI and the Next Generation of Business Lawyers: Using It for Good
By Trenton Roberts and Julia Ngo. How the next generation of business lawyers can use AI for good in transactional work: verified first pass review, savings passed to clients, more time for judgment, and better training inside the ethics rules.
Trenton Roberts
Oct 58 min read


What Middle-Market Sellers Should Expect in a PE Deal Process: LOI to Close
A typical middle-market sale to a private equity buyer moves from early discussions and NDA, to a letter of intent (LOI) or term sheet, through diligence and definitive agreements, and then to closing. Timelines vary, but the sequence of workstreams is often similar.
Trenton Roberts
Sep 249 min read


Key NDA Terms in M&A Deal Processes: Non-Solicit, Standstill, Residuals, and Term
In M&A processes, NDAs set the ground rules for sharing confidential information. Terms that often draw negotiation attention include employee non-solicit, standstill restrictions, residual knowledge (residuals) clauses, and the confidentiality term length.
Trenton Roberts
Sep 109 min read


Anti-Reliance Clauses in Texas M&A: Italian Cowboy, Lufkin, and the Fraud Carve-Out
By Trenton Roberts and Isabella Matuk. A merger clause will not stop a fraud claim in Texas. How Italian Cowboy, Lufkin, and Forest Oil shape anti-reliance drafting, and how the fraud carve-out and R&W policy fit with it.
Trenton Roberts
Aug 3110 min read


How Private Equity Firms Handle High-Volume NDA Review
Private equity and private credit teams often need many non-disclosure agreements reviewed or drafted on short timelines. High-volume NDA programs emphasize process design, playbooks, turnaround discipline, and consistent drafting, not one-off negotiation from a blank page each ti
Trenton Roberts
Aug 268 min read


Rollover Equity in Private Acquisitions: Tax and Deal Terms
Rollover equity is the portion of a seller's stake that stays in the business after a sale, usually as equity in the buyer's holding company. Sellers often want tax deferral on that slice. Buyers often want the sellers' incentives aligned after closing. Those two goals only meet
Trenton Roberts
Jun 910 min read
bottom of page