Selling Risk: Indemnification, Leverage and Finality in M&A Paperback – January 9, 2026

Selling Risk is a sophisticated, practitioner-focused guide to negotiating indemnification provisions in M&A transactions. Written for experienced deal lawyers, private equity professionals, and in-house counsel, the book reframes indemnification not as a set of clauses or “market” positions, but as the central mechanism through which risk is allocated over time once ownership changes hands.Rather than offering templates or checklists, Selling Risk develops a disciplined negotiation framework grounded in economics, leverage, and judgment. It explains how indemnification preserves pricing integrity when assumptions prove wrong, why cap-first debates often miss the point, how procedure quietly determines substance, and where buyer protection and seller finality can be reconciled without reopening the deal. The book is structured symmetrically, examining indemnification from both the buyer-side and the seller-side, and treating each as a rational response to different exposures and incentives.Designed to reflect how real transactions behave under stress—long after signing—Selling Risk helps sophisticated practitioners diagnose risk more accurately, negotiate with greater clarity, and engineer liability regimes that age quietly rather than erupt into post-closing conflict. Read more