Exploring and Understanding the Various Legal Documents in a Search Fund Project

Corporate attorneys Kevin Christmas and Francesco Salpietro, members of the firm's Search Funds Team, co-authored an article for the Yale School of Management providing a comprehensive guide to the documents a search fund entrepreneur will encounter throughout the course of a deal. Fund formation documents, private placement memorandums, subscription agreements and more await an entrepreneur upon beginning the entrepreneurship through acquisition (ETA) journey, and though legal counsel can help with understanding what these terms mean, it's ultimately up to the entrepreneur to become an informed user who understands how they interact. This case note introduces the common legal documents a search entrepreneur will use, breaking the ETA journey into three phases - fund formation, acquisition and financing - and reviewing the documents involved in each step. The attorneys' analysis covers everything from certificates of formation and operating agreements to offer letters and non-disclosure agreements (NDAs) to purchase and sale agreements and loan documents.

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