Remove Compliance Remove EBITDA Remove Specific Risk
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Business Valuation for Transportation and Warehousing

GCF Value

For valuation purposes, private company transactions typically use two cash flow streams: Sellers Discretionary Earnings (SDE) and Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). A good rule of thumb is to use SDE for earnings up to $500,000 and EBITDA for everything at $500,000 and above.

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MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

In reaching these holdings, the court found that: the target’s business experienced a “dramatic, unexpected and company-specific downturn” shortly after signing due in part to “serious and pervasive data integrity problems” that adversely impacted the target’s regulatory compliance.

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Material Adverse Effect Clauses

Erik A. Lopez

First, it qualifies ( i.e. , limits) various seller representations, warranties and covenants , establishing a relatively high threshold for disclosure or compliance relating to risks associated with changes in the target’s business. MAE serves two primary functions in a transaction agreement.