Every detail matters when complex factors can make or break a deal: earn-out protections, representations and warranties, working capital adjustments, and indemnification caps. Additional issues, such as tax optimization, regulatory timelines, currency hedging, and environmental liabilities, increase the challenge. A single poorly negotiated clause, like a broad material adverse change provision or inadequate indemnification limits, can cost millions or halt a deal entirely. Other complexities, such as regulatory approval processes, antitrust considerations, employee retention programs, and customer contract assignments, can further complicate negotiations. One poorly structured element, such as inadequate buyer qualification, misaligned timing, or insufficient competitive tension, can lead to suboptimal pricing or failed transactions. At Camaya Partners, we’ve managed these complexities across hundreds of negotiations, protecting our clients’ interests while ensuring successful closings and maximum value realization.