Indemnification in private company sales: what sellers should negotiate first
Caps, baskets, survival periods, and how representation and warranty insurance changes the conversation for founder-owned businesses.
Bayport Office · 220 Meridian Street, 14th Floor

Founding Partner
Mergers & Acquisitions · Corporate Governance
Richard Calder advises business owners, boards, and investors on mergers, acquisitions, and other transactions that change who owns or controls a company.
Much of Richard’s practice involves founder and family-owned companies at the point of a sale or a significant acquisition. He represents sellers working through the first sale of a business they built, strategic buyers growing by acquisition, and private equity sponsors on platform and add-on transactions. Clients rely on him to structure deals so the economics are clear, to keep negotiations moving, and to anticipate the issues that tend to surface after closing.
Richard co-founded Calder Prescott in 2011 after more than a decade in the corporate department of a large regional firm. He also advises boards and special committees on fiduciary duties and decision-making in conflicted and change of control transactions, and serves as outside general counsel to a number of privately held companies.
Caps, baskets, survival periods, and how representation and warranty insurance changes the conversation for founder-owned businesses.
Exclusivity, confidentiality, and expense provisions, and why the nonbinding sections still shape the definitive agreement.
Call the office or send a short note. A partner reviews every new inquiry, and we run a conflict check before we discuss the details.