Legal Blog

M&A Nugget: Bottom of the 9th

Imagine this.  The seller is owned in part by an employee stock ownership plan, or ESOP.  During the evening the closing is being conducted, the purchaser’s consultant receives a call from the purchaser’s lender.  The lender asks the consultant if the purchaser obtained an ESOP appraisal and opinion.  The consultant says “what is an ESOP appraisal and opinion?”  High anxiety and stress ensues.  Closing is delayed.  The consultant has to react to this last minute request.  The lesson here is that a purchaser must be proactive and ask its advisors and lenders early on what the requirements of closing will be so that a bottom of the 9th scenario does not envelop the closing.  This seems simple, but is not always followed.





If you have any questions about this or any other M&A issue,
please contact Glenn Solomon at or 443-738-1522.



Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.









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