Buyer Protection Provisions in M&A Purchase Agreements Beyond Indemnification, Reps and Warranties
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel in negotiating and drafting provisions in private M&A purchase agreements that provide protections to buyers after the transaction is consummated beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purchase price adjustments, contingent and deferred consideration, past-due accounts receivable, and other protections available to buyers in private M&A transactions to shift or minimize transaction risk.
Outline
- Why buyers should not rely solely on an indemnity from sellers, plus other considerations with respect to representations and warranties insurance policies
- Buyer protection provisions beyond an indemnity from sellers
- Purchase price adjustments
- Earnouts and other contingent consideration
- Escrows, holdbacks, and other security
- Specific provisions for accounts receivable
- Specific provisions for asset deals, including excluded liabilities and wrong-pockets provision
- Setoff rights
- Specific performance and claims for fraud
Benefits
The panel will review these and other key issues:
- What buyers should keep in mind when negotiating purchase price adjustments to get the value they bargained for
- How buyers can leverage contingent consideration to protect themselves against risks related to the future performance of a target company
- When buyers should consider using escrows and holdbacks and ways buyers can minimize uncertainty regarding the collectability of past-due accounts receivable
Faculty
J. Hillyer Jennings
Partner
King & Spalding
Mr. Jennings specializes in mergers, acquisitions and other significant corporate transactions. He represents public... | Read More
Mr. Jennings specializes in mergers, acquisitions and other significant corporate transactions. He represents public and private companies and private equity funds in a variety of M&A and corporate matters. Mr. Jennings works with clients around the world on a full range of M&A transactions. These multijurisdictional transactions include public and private company mergers, acquisitions and dispositions; tender offers; joint ventures and strategic investments. He also represents private equity funds in control and non-control investment transactions and investment exit transactions.
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Nikul Patel
Attorney
King & Spalding
Mr. Patel specializes in mergers, acquisitions and other significant corporate transactions. A Senior... | Read More
Mr. Patel specializes in mergers, acquisitions and other significant corporate transactions. A Senior Associate in the firm's Mergers & Acquisitions practice, he represents public and private companies and private equity funds in a variety of M&A and corporate matters domestically and globally.
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Michelle Stewart
Counsel
King & Spalding
Ms. Stewart represents both target and acquiring companies in M&A transactions and has experience with equity and... | Read More
Ms. Stewart represents both target and acquiring companies in M&A transactions and has experience with equity and debt financing transactions. Selected transactions include representation of a public REIT in a $150 million public offering of senior notes; representation of an apparel design, sourcing and marketing company in the sale of one of its operating groups and its purchase of an upscale women’s lifestyle brand; representation of a healthcare company in its acquisition of substantially all the assets of a biopharmaceutical company; and representation of a private equity firm in its purchase of a leading franchise chain.
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