Bass, Berry & Sims attorney Tatjana Paterno announced the release of the 2025 Private Target Mergers & Acquisitions Deal Points Study, an in-depth examination of the prevalence of certain provisions in publicly available private target mergers and acquisitions transactions during a specified time period. Tatjana co-led the Study with Jessica Pearlman from K&L Gates; the Study is a publication of the Market Trends Subcommittee of the American Bar Association’s (ABA) Business Law Section’s M&A Committee. Tatjana has been involved with the Study in some capacity since 2017. In addition to Tatjana, Bass, Berry & Sims attorneys Davis Mello, David Venturella and Brad Yenter also contributed to the latest Study.
In addition to the analysis in previous Studies related to earnouts, representations and warranties insurance (RWI), and more, this latest Study evaluates several new deal features, including:
- Transactions expenses as part of post-closing adjustments.
- Existing fact/conditions as part of material adverse effect (MAE) definition
- Control of defense of third party claims – failure to adequately defend and government authority involvement.
- Fraud as a standalone indemnity.
To learn more about this year’s Study, read “Announcing the ABA’s 2025 Private Target Mergers & Acquisitions Deal Points Study,” authored by Tatjana and Jessica and available online. The full 2025 Private Target Mergers & Acquisitions Deal Points Study is available to ABA M&A Committee members here.