M&A Agreements: Structuring Financial Accounting Provisions

Deciphering Valuation Techniques, GAAP Requirements, and Financial Representations to Achieve Client Goals

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, October 17, 2013

Recorded event now available

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Course Materials

This CLE course will provide deal attorneys with a review of accounting provisions in M&A agreements, focusing on key financial representations, valuation issues and drafting strategies.


Financial accounting provisions in acquisition agreements are key when drafting financial representations. The accounting provisions in the agreement should reflect the valuation method used and incorporate specifics from financial statements and other business reports.

Counsel must be able to navigate both the general financial statements representation, as well as supplemental representations that might relate to topics such as off-balance sheet liabilities and valuation drivers. For instance, counsel should understand whether or how negotiated “add-backs” that were included in valuation assumptions would be covered by the representations in the acquisition agreement.

Often, the GAAP financial statements that are referenced in the general representation are not specific to cover valuation drivers important to the parties. Counsel for buyer and seller must learn to work with financial and accounting professionals to ensure that the definitive agreements conform to the expectations of the parties.

Listen as our authoritative panel explains the key accounting provisions that must be addressed in acquisition agreements, and provides strategies for structuring financial accounting terms in a way that benefits and protects both buyers and sellers.



  1. Financial accounting provisions
  2. Structuring key provisions
  3. Financial representations
  4. Valuation methods
  5. Traps for the unwary


The panel will review these and other key questions:

  • What are the critical areas for counsel to grasp and address when drafting key financial accounting provisions in acquisition agreements?
  • What are the most important concepts for counsel to dive into when structuring complex financial representations and how might this vary by the valuation methods used by the parties?
  • How can professional advisors in M&A transactions work together to ensure that relevant financial accounting issues are adequately covered, without unduly burdening the negotiations with financial accounting information that is not relevant to the parties concerns?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Mark Stoneman
Mark Stoneman

Armstrong Teasdale

As a member of the firm’s Corporate Services Practice Group, Mr. Stoneman facilitates the structuring, financing...  |  Read More

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