BUSINESS VALUATION AI
M&A Deal Mechanics
Structure, Terms, and Process
Understand how M&A deals are structured and executed, from deal structure to purchase agreement terms.
"A deal is not done until the wire clears. Every element of structure and terms shapes whether you actually get there—and what you get when you do."
Valuation is just the beginning. How a deal is structured determines how value is divided, how risk is allocated, and whether the transaction actually closes.
Asset sales vs. stock sales, earnouts, escrows, representations and warranties—each element shapes the economics and risk profile of the deal. Buyers and sellers have different preferences, and understanding why helps you negotiate better outcomes.
In this topic, you'll learn deal structuring fundamentals, how earnouts can bridge valuation gaps, and what purchase agreement terms matter most. You'll understand the full arc of M&A transactions from LOI to close.
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Related Topics
Deal structure affects taxes, liability, and net proceeds
Earnouts bridge gaps but create alignment challenges
Reps and warranties allocate risk between buyer and seller
Due diligence is about confirming assumptions, not finding surprises
The best deals are ones where both sides feel they won
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