Category: M&A Documents & Terms

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M&A Earnouts: How They Work, Why Nearly Half of Sellers Get Nothing, and How to Negotiate Better Terms

February 20, 2026

What Is an M&A Earnout? It’s a buyer's payment to the seller's management team contingent upon their hitting defined performance goals after the sale closes. This article -- written from the seller's perspective -- covers why buyers ask for them,...

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The Perfect Confidential Information Memorandum (CIM)

February 3, 2026

CIMs are the first full portrait of a company for sale that buyers see. As they say, you only get one shot at a first impression. First, a Disclaimer This article is about confidential information memorandums (CIMs) for mid-market companies,...

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Write the Perfect Letter of Intent (LOI)

February 3, 2026

Letters of Intent (LOIs) may look simple, but they communicate a powerful message. Learn how to write the perfect letter of intent (LOI), one that best protects the interests of both buyers and sellers. (The following does not constitute legal...

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The Perfect M&A Purchase Agreement

February 3, 2026

M&A purchase agreements reflect months of due diligence and distill hours of complex negotiations into a legally binding commitment between buyer and seller. They’re the capstone of the deal edifice, resting on a foundation of two other documents—the CIM and...

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Ryan Kuhn
Ryan focuses on leveraging the strategic position of clients to maximize their value
  • Managing Director, Westbury Group, mid-market investment bank. Headed TMT practice
  • CEO of clothing brand Lilly Pulitzer now owned by PE firm Oxford Industries
  • CEO Reid Systems, HR data firm now owned by General Dynamics
  • Led investments in software and data companies for large PE firm GTCR
  • Led M&A at publisher McGraw-Hill
  • Board member, First Bank & Trust Company of IL
  • MBA, Harvard Business School. BA, English/Psych, Trinity College (Hartford)
Tim Williamson
Tim specializes in financial analyses, complex model building and valuation
  • Founder, TW Associates, merchant bank
  • Managing Director, Navigant Capital Advisors
  • Partner, EY Corporate Finance
  • Investment banker at Morgan Stanley, PaineWebber, Drexel Burnham, Lambert
  • MBA, Northwestern University. BA, Accounting/Finance, Southern Illinois University
Tom Flaherty
Tom has deep transaction experience with logistics, data processing and for-profit education firms
  • Managing Director, Roundstone Capital, advisor to large PE firms
  • General Partner, tech-focused PE firm Weeden Capital Management
  • General Partner, VC firm Applied Technology Partners
  • Senior ADP executive
  • Graduate studies, Econometrics/Finance, University of Pennsylvania. Instructor of Finance, Wharton. BA, Economics, Southern Connecticut State University
Patrick Richmond
Pat has led M&A and management for a number of data vendors
  • EVP, corpdev at Primark, a global information company now owned by Thomson Reuters
  • President, Primark Analytics, a collection of data/consulting businesses including Yankee Group
  • VP, Data Resources (DRI) econometrics data and consultancy now owned by IHS
  • BA, Economics, University of Kentucky. Graduate studies, Economics, University of Wisconsin - Milwaukee
Kai Chen
Kai helps entrepreneurs like Kuhn Capital clients find promising Silicon Valley early-stage and real estate investment opportunities.
  • Managing Director, OceanIQ Capital
  • Director, Credit Suisse
  • Analyst, Goldman Sachs and Navigant Capital Advisors
  • Board member, Fresh Lifelines for Youth. Governor, ONE Liquidity DAO
  • BA, Business Economics, UCLA
Kuhn Capital
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