In past transactions I have found that it is standard practice to include a Net Working Capital Peg in the LOI and PSA to cover off the transfer of net working capital to a buyer. Recently we have had a lawyer push back on this being standard practice. I would be curious if others have found this to be standard practice or out of the norm? Also if anyone has seen a survey or white paper that talks to NWC construct in lower middle market transactions I would love to read it!