Selling or buying a business is not just about price, it is about structure. One mechanism that often unlocks deals is the vendor loan. It sounds simple: the seller grants a loan to the buyer for part of the purchase price. No new cash leaves the seller’s pocket, the payment is simply deferred and treated as a loan. But when structured well, it is far more than a payment delay, it is a strategic tool.

In M&A, an earn-out can be the bridge between a seller’s expectations and a buyer’s caution. It is not just a payment mechanism, it is a strategic tool that aligns interests and smooths the transition. But here is the catch: if poorly drafted, it can turn into a source of disputes and frustration. At dups, we make sure earn-outs work as intended, protecting value and building trust.

The locked box mechanism is widely used in M&A deals. It sounds simple: fix the purchase price before closing based on a balance sheet at a specific date, often 31 December. No post-closing price adjustments, no surprises. But simplicity can be deceptive. If you do not structure it properly, you risk disputes, leakage, and unnecessary friction.

In M&A, the Letter of Intent (LOI) is often treated as a formality. It is not. The LOI is the first real stress test of the deal. If it is vague or poorly drafted, you are gambling with millions. At Dups, we see the LOI as a strategic asset, not paperwork. Here is why it matters, what it should include, and how to avoid costly mistakes.