The Art of M&A

Not a book you read. About a thousand pages, organized as questions and answers, and you go to it when you have a specific problem. It covers the parts of a transaction that never make the stories: representations and warranties, indemnity caps and baskets, earnout mechanics, purchase price adjustments, what due diligence actually consists of.

The tax structure chapter deserves its own paragraph, so here it is. The same deal at the same price can be worth very different amounts to a buyer and a seller depending entirely on how it is structured, and if you do not understand that you are negotiating with one hand behind your back. Some of the best terms I have ever gotten cost the other side nothing. They were worth more to me than they were expensive to them, and it took reading a boring reference book to find them.