Appraisal rights permit a dissenting stockholder to obtain judicial determination of fair value instead of the merger consideration.

An asset purchase agreement transfers specified assets and liabilities rather than ownership of the entity itself.

Assignment consent is a counterparty's approval required to transfer contract rights in a transaction.

A basket sets a threshold that indemnification claims must exceed before the seller has any obligation.

A break-up fee compensates a buyer if the seller terminates to accept a competing offer.

A bring-down certificate confirms at closing that representations remain accurate as of that date.

A change of control provision gives a counterparty rights when ownership of a contracting entity changes.

Contingent liability assessment quantifies uncertain obligations that may materialize after a transaction closes.

A data room is the controlled repository through which a seller provides diligence materials to prospective buyers.

Deal certainty provisions are the terms allocating the risk that a signed transaction fails to close.

A deal litigation injunction seeks to enjoin a transaction pending disclosure corrections or process remedies.

Disclosure schedules identify exceptions to the representations, defining what the seller is not warranting.

An earnout dispute concerns whether post-closing performance targets were met and whether the buyer impaired their achievement.

An escrow holdback retains part of the purchase price to secure the seller's indemnification obligations.

An exclusivity provision bars a seller from negotiating with other bidders for a defined period.

Failure to close occurs where a party refuses to complete a transaction despite satisfaction of closing conditions.

A fairness opinion is an investment bank's assessment that transaction consideration is fair from a financial point of view.

An M&A fiduciary duty claim alleges directors breached their duties in approving or negotiating a transaction.

A fraud carve-out excludes fraud claims from the indemnification caps, baskets, and survival limits.

An indemnification cap limits the seller's maximum exposure for breaches of representations and warranties.

Integration risk is the exposure that combining businesses fails to deliver anticipated value or creates new liabilities.

A knowledge qualifier limits a representation to matters within the knowledge of specified individuals.

Legal due diligence investigates a target's legal position to identify risks affecting valuation and deal terms.

A letter of intent dispute concerns whether a preliminary agreement created binding obligations before definitive documents.

Litigation diligence assesses a target's pending and threatened claims to quantify exposure and reserve adequacy.

A material adverse change clause permits a buyer to terminate where the target suffers a significant deterioration before closing.

Material adverse effect is the defined threshold qualifying representations and conditions throughout a transaction agreement.

A materiality scrape disregards materiality qualifiers when determining breach or calculating indemnifiable losses.

A merger agreement dispute concerns performance, termination, or breach of an agreement to combine two companies.

A seller non-compete restricts former owners from competing with the acquired business after closing.

A post-closing covenant obligates a party to take or refrain from action after the transaction completes.

A post-closing indemnification claim seeks recovery from the seller for breaches discovered after the transaction closed.

A purchase price adjustment modifies the consideration after closing based on the target's actual financial position.

Representation and warranty insurance covers losses from breaches of transaction representations, shifting risk from seller to insurer.

Representations and warranties are statements of fact about the business that allocate risk and support indemnification claims.

A reverse termination fee is payable by the buyer where it fails to close, frequently capping the seller's remedy.

Revlon duties require a board to maximize immediate stockholder value once a sale of control becomes inevitable.

A sandbagging clause addresses whether a buyer may claim indemnification for a breach it knew about before closing.

Specific performance in M&A compels a reluctant party to complete the transaction rather than pay a termination fee.

A stock purchase agreement transfers ownership of an entity, carrying all its assets and liabilities.

Successor liability imposes a predecessor's obligations on an acquirer despite a transaction structured to avoid them.

A survival period defines how long representations remain actionable after closing.

A transition services agreement provides for the seller to continue supplying services to the divested business temporarily.

A working capital adjustment dispute concerns the post-closing true-up of the purchase price against a target working capital level.