A Purchase. A Private Equity Recapitalization. A Sale.

Boston Herald Owner Pat Purcell and his advisors Paul Hartnett, formerly at Brown Rudnick and Michael Cronin, Founder of Weston Presidio discussed their journey through the purchase of Community Newspapers, the private equity recapitalization and the subsequent sale of Community Newspapers.

Metrics do matter. They provide you real measurements in how you are achieving your goals and objectives.

RudiTuesday is a video series designed for CEOs and Business Owners

In this week’s video, Attorney Joe Martinez defines stockholder representative and describes how one should be selected.

In the eleventh video of MBBP’s M&A Clip Series, M&A attorney Joe Marrowdiscusses closing conditions in M&A Transactions.

In the tenth video of MBBP’s M&A Clip Series, M&A attorney Shannon Zollo explains the importance of non-competition and non-solicitation covenants when buying a business.

In the ninth video of MBBP’s M&A Clip Series, M&A attorney Mary Beth Kerrigandescribes post-closing indemnifications in M&A transactions.

In this week’s video, M&A attorney Joe Marrow discusses earn-outs. When buyer and seller can’t agree on a price, an earn-out is an effort to bridge that gap. An earn-out mechanism allows the seller to realize more consideration in the transaction post-closing and increase the purchase price. A buyer will require a seller to set aside — or hold back — a certain amount of the purchase price funds to satisfy post-closing claims for any breaches in the purchase agreement. An M&A attorney is vital in helping to negotiate the performance metrics and performance goals that need to be properly documented in the agreement, and that tax consequences are being considered. And in some instances, an earn-out isn’t the right solution at all.

In this week’s video, M&A attorney Scott Bleier explains why working capital is a vital piece of the M&A transaction. What is working capital? In its simplest definition, working capital is current assets over current liabilities. Buyers want to buy a business with enough working capital to keep this going without an immediate need for a cash infusion. Sellers, conversely, don’t want to sell the business with too much working capital or cash — as they want to realize as much profit as possible. So how do you negotiate a target working capital amount for 2 or 3 months? And what happens when disputes arise over the working capital post-closing?

In this week’s video, M&A Attorney Joe Marrow covers escrow (or a hold back) which is common in most merger and acquisition transactions. Essentially, the buyer requires the seller to hold back, or set aside, a certain amount of purchase price funds to satisfy any post-closing claims. Our Boston-area M&A attorneys can help to negotiate how much money such be used to fund and escrow, the length of the escrow and release mechanism as well as the time period for the escrow.