Private Target Mergers & Acquisitions Deal Points Study

Structure & financingValuation & diligenceAnyone negotiating a private-company purchase agreement

Why it is on the shelf. The gold-standard benchmark of negotiated legal terms in U.S. private-company acquisitions, compiled from real signed agreements in the middle market. When your counsel says a term is or is not market, this is the evidence behind the claim.

The Institute's reading

Every two years the ABA’s Market Trends Subcommittee codes hundreds of private-target acquisition agreements, the 2025 study covers deals priced between roughly 25 and 900 million dollars, most below 200 million, and reports the frequency of the terms every deal negotiates: indemnity caps and baskets, escrows, earnouts, materiality scrapes, representations and warranties insurance, and the rest. It is the closest thing private M&A has to published market data on legal terms.

The Institute’s reading: owners cannot verify market on their own, which converts every negotiation over terms into an argument from authority. This study is the authority made checkable. The Institute’s advice: do not read it cover to cover; ask your counsel which three terms in your draft deviate from the study’s frequencies and why that deviation serves you. That one question changes the meeting.

Key propositions

Deal terms have measurable market frequencies; market is an empirical claim, not a negotiating posture.
Term trends move over cycles, which is itself leverage for whoever knows the direction.

In practice

Ask counsel to benchmark your draft agreement’s key terms against the current study, in writing.

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