The Capital Table

Structuring for Uncertainty - Legal Trends in Middle-Market M&A - Pt. 1

In this episode, Steve and Bruce Fretton discuss how heightened uncertainty—driven by tariffs, shifting interest rates, and tighter credit markets—has complicated middle‑market M&A. They note that private equity’s $2 trillion of undeployed capital is pushing deals forward, but valuation gaps and financing constraints demand more sophisticated structuring. Key tools include continuation vehicles and representation‑and‑warranty insurance, which mitigate seller‑buyer relationship risk and shift liability to insurers. Bruce, a partner at Troutman Pepper, brings legal expertise on these mechanisms and how they help bridge risk and valuation gaps.