The Business Negotiation Podcast with Fexingo: Deals, Contracts, and Closing Conversations

In this episode of The Business Negotiation Podcast, Lucas and Luna dive into the often-overlooked force majeure clause and how it nearly derailed a $1.5 billion acquisition during the pandemic. They examine the 2021 acquisition of a major hospitality portfolio by a global real estate firm, where the buyer tried to invoke force majeure to walk away when occupancy rates collapsed. The discussion breaks down what force majeure actually covers, how courts interpreted the clause in the context of COVID-19, and what the seller's negotiation team did to keep the deal alive. Lucas explains the distinction between 'prevention' and 'impracticability', and why the buyer ultimately closed at a renegotiated price. Luna brings in data on force majeure litigation trends in 2020-2022, including a study from the University of Chicago that found a 400% increase in such disputes. The episode also touches on how to draft force majeure clauses that explicitly address pandemics, government shutdowns, and supply chain interruptions. Tune in for a practical look at one of the most underrated clauses in M&A.

#ForceMajeure #MergersAndAcquisitions #ContractLaw #MADeal #PandemicClauses #RealEstate #Hospitality #Negotiation #BusinessPodcast #FexingoBusiness #DealStructuring #LegalDrafting #COVID19 #Litigation #RiskManagement #Earnout #BuyerSeller #ClosingConversations

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In this episode, Lucas and Luna break down how a single price adjustment clause—often overlooked as boilerplate—became the deciding factor in a $1.2 billion acquisition of a midstream energy company. They walk through the real-world case of a 2023 deal where a working capital peg, a net debt target, and a true-up mechanism led to a post-close dispute that shifted $40 million between buyer and seller. The conversation covers why price adjustment clauses exist, the difference between fixed-price and closing-accounts structures, and how a poorly defined 'minimum cash' line item nearly killed a deal. Listeners learn the three questions every negotiator should ask about a price adjustment clause before signing: what's included, who calculates it, and how disputes get resolved. This is Episode 120 of The Business Negotiation Podcast.

#PriceAdjustmentClause #MergersAndAcquisitions #DealNegotiation #WorkingCapitalPeg #NetDebt #ClosingAccounts #TrueUpMechanism #PostCloseDispute #Business #Finance #Contracts #NegotiationTactics #MAndA #EnergyDeal #1BillionDollarDeal #FexingoBusiness #BusinessPodcast #DealStructuring

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In this episode, Lucas and Luna dissect a $650 million acquisition that nearly fell apart over a single non-reliance clause. They explore how the buyer's legal team used the clause to block the seller's post-close fraud claim, and why the outcome hinged on one sentence in the purchase agreement. The discussion walks through the specific language of the clause, the court's interpretation, and practical lessons for negotiators on both sides of the table. They also touch on the broader implications for due diligence and deal documentation, using this case as a lens to understand how boilerplate provisions can become decisive. Whether you're a startup founder, a corporate lawyer, or just curious about how big deals actually get done, this episode offers a concrete look at the fine print that can make or break a transaction.

#NonRelianceClause #FraudClaim #DueDiligence #PurchaseAgreement #DealBreak #ContractLanguage #BusinessNegotiation #MergersAndAcquisitions #LegalStrategy #FinePrint #DealRoom #LucasAndLuna #FexingoBusiness #BusinessPodcast #NegotiationTips #ExitPlanning #StartupLaw #CorporateLaw

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In this episode of The Business Negotiation Podcast, Lucas and Luna dissect a 500 million dollar acquisition that nearly collapsed over a non-compete clause. They walk through the actual negotiation: the buyer wanted a 5-year, industry-wide restriction; the seller argued for 18 months limited to direct competitors. The compromise—a 3-year non-compete with a carved-out geography and a liquidated damages trigger—became the linchpin of the deal. Lucas explains why non-competes are increasingly scrutinized by regulators and courts, using the FTC's 2024 proposed rule as a backdrop. Luna pushes back on whether such clauses actually protect value or simply entrench market power. They also explore alternatives like garden leave and non-solicitation agreements that can achieve similar goals without the legal risk. This episode is essential listening for anyone negotiating an M&A deal where the seller plans to stay in the same industry.

#NonCompeteClause #MergersAndAcquisitions #DealNegotiation #BusinessLaw #ContractLaw #FTC #FTCNonCompeteRule #GardenLeave #NonSolicitation #LiquidatedDamages #500MillionDollarDeal #DealStructure #PostClosingRestrictions #BusinessPodcast #FexingoBusiness #NegotiationTips #MAndA #DealBreakers

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In Episode 117 of The Business Negotiation Podcast with Fexingo, Lucas and Luna break down the 2024 acquisition of medical-device startup MedCore by Baxter, a deal that hinged on a single financial covenant. When MedCore missed its Q3 revenue target by just 5 percent, a debt covenant in the acquisition financing triggered a 50-million-dollar penalty and forced a renegotiation of the earnout structure. Lucas explains how the covenant's design—specifically its leverage ratio test and cure period—gave MedCore's founders leverage they didn't expect, while Baxter's team learned a costly lesson about over-reliance on pro forma projections. Luna questions whether tighter covenants could have prevented the blow-up, and the hosts debate the line between prudent risk management and deal-killing rigidity. Packed with specific numbers, clause language, and real-world negotiation tactics, this episode shows why the quietest line in a term sheet can become the loudest voice in the room. Plus, a brief moment on how listener support keeps the show ad-free.

#CovenantNegotiation #DebtCovenant #BaxterMedCore #MAndA #EarnoutStructure #LeverageRatio #CurePeriod #DealRenegotiation #MedicalDevices #AcquisitionFinancing #BusinessPodcast #FexingoBusiness #NegotiationTactics #TermSheet #ProFormaProjections #RiskManagement #PrivateEquity #DealStructure

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In this episode of The Business Negotiation Podcast, Lucas and Luna explore how an overlooked 'audit right' clause transformed a $300 million earnout dispute between a private equity-backed SaaS company and a strategic buyer. When the buyer claimed the earnout targets were missed, the seller exercised a rarely-used audit right to inspect the buyer's internal data. The audit uncovered that the buyer had deliberately delayed product integrations to avoid paying the earnout. Beyond the immediate payout, the clause forced a renegotiation of integration timelines and set a precedent for future M&A contracts. The hosts discuss why audit rights are often treated as boilerplate, when they're worth fighting for, and how to draft them so they're actually enforceable. A must-listen for founders, M&A lawyers, and deal negotiators who want to avoid leaving millions on the table.

#AuditRight #Earnout #MergersAndAcquisitions #PrivateEquity #SaaS #DealNegotiation #ContractDrafting #EarnoutDispute #InformationRights #StrategicBuyer #BusinessPodcast #FexingoBusiness #NegotiationStrategy #MAndA #DealStructure #Integration #LiquidatedDamages #RepsAndWarranties

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This episode of The Business Negotiation Podcast with Fexingo dissects the tiebreaker clause that saved a $2 billion joint venture between a European pharma giant and a Bay Area biotech. Lucas and Luna walk through the negotiation deadlock over governance deadlock itself — who casts the deciding vote when the board splits 50-50? They reveal how a seemingly minor clause, assigning the tiebreaker to a non-voting independent director, prevented a year of arbitration and let the deal close in 11 weeks. Along the way they reference the 2025 Swiss merger dispute that amplified every lawyer's fear of symmetrical boards, and they show why mid-sized companies should watch tiebreaker language as carefully as valuation multiples. Concrete, deal-room level insight that listeners can carry into their next contract review.

#TiebreakerClause #JointVenture #Governance #DeadlockResolution #PharmaDeal #Biotech #MergersAndAcquisitions #NegotiationStrategy #Business #Finance #ContractDrafting #CorporateGovernance #FexingoBusiness #BusinessPodcast #NegotiationPodcast #TheBusinessNegotiationPodcast #DealStructure #IndependentDirector

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In this episode of The Business Negotiation Podcast, Lucas and Luna dissect how a single earnout cap clause transformed a $400 million acquisition in the medical-device space. They walk through the real-world case of AcuMed, a surgical-robot startup acquired by a larger diagnostics firm, where the earnout cap — limiting the seller's additional payout to $50 million — forced both sides to rethink valuation, risk, and post-deal alignment. The hosts explain why earnout caps exist, how they differ from earnout floors and earnout cliffs, and why a poorly structured cap can poison integration months after signing. Lucas shares a counterexample from the software-as-a-service world where an uncapped earnout led to a $200 million payout that nearly bankrupted the buyer. The episode also covers the negotiation dynamics: sellers want high or no caps; buyers want low, tight caps. The key lesson: the earnout cap is not just a monetary limit — it is a behavioral lever that shapes how aggressively the seller's team pursues milestones after the deal closes. Tune in for a masterclass in one of M&A's most misunderstood clauses.

#EarnoutCap #MergersAndAcquisitions #BusinessNegotiation #DealClause #MedicalDevices #AcuMed #SurgicalRobots #Valuation #RiskManagement #PostDealIntegration #EarnoutCliff #EarnoutFloor #SaaS #BehavioralEconomics #FexingoBusiness #BusinessPodcast #NegotiationTactics #ContractClauses

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In this episode of The Business Negotiation Podcast, Lucas and Luna dissect a $2 billion acquisition that nearly collapsed over a single exclusivity clause. They walk through the real-world case of a private equity firm's bid for a manufacturing conglomerate, where a 30-day exclusivity period became the fulcrum of the entire negotiation. Lucas explains how the clause shifted leverage from buyer to seller when the target company used the exclusivity window to run a parallel auction — a move that ultimately raised the purchase price by $400 million. Luna pushes back on whether exclusivity clauses are ever truly enforceable, and the hosts debate the fine line between negotiation tactics and bad faith. The episode closes with practical advice for contract drafters: if you want exclusivity, you must define what it actually means, down to the hour. Expect specific deal mechanics, a breakdown of the leverage dynamics, and a cautionary tale about the words 'good faith' in a letter of intent.

#ExclusivityClause #DealMaking #MergersAndAcquisitions #NegotiationTactics #PrivateEquity #LetterOfIntent #GoodFaith #AuctionDynamics #Leverage #ManufacturingDeal #TwoBillionDollarDeal #BusinessNegotiation #ContractDrafting #FexingoBusiness #BusinessPodcast #LucasAndLuna #DealStructuring #NegotiationStrategy

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In this episode of The Business Negotiation Podcast, Lucas and Luna explore the strategic power of the Most Favored Nation (MFN) clause in a $500 million SaaS acquisition. They break down how a seemingly minor contractual provision — guaranteeing the buyer equal or better terms than any later customer — prevented value erosion and locked in pricing advantages. Using a real-world case from a mid-2025 enterprise software deal, Lucas explains the mechanics, the negotiation tactics sellers use to limit MFN scope, and the hidden risks for both sides. Luna presses on whether MFN clauses can backfire, especially in dynamic pricing environments. The conversation covers specific carve-outs, the difference between prospective and retroactive MFN, and how this clause reshaped the entire earnout structure. Listeners walk away with a concrete understanding of a clause that often flies under the radar but can swing deal value by hundreds of millions.

#MostFavoredNationClause #MFNClause #SaaS #MergersAndAcquisitions #DealNegotiation #ContractLaw #PricingStrategy #EnterpriseSoftware #Earnout #LucasAndLuna #FexingoBusiness #BusinessNegotiation #Podcast #Business #Finance #NegotiationTactics #ValuePreservation #DealStructuring

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