M&A Earnouts and Economic Uncertainty: Negotiating and Structuring, Best Practices for Avoiding Disputes
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE course will examine the components of a well-structured earnout provision and discuss best practices for designing earnouts to minimize disputes. The panel discussion will also include results from recent ABA and SRS Acquiom Deal Term Studies regarding earnout provisions in M&A transactions and how market trends may shape earnout negotiations. This discussion will focus on the use of earnouts outside of life sciences transactions.
Outline
- Earnouts
- Current market trends
- Determining when an earnout is appropriate for the transaction
- Performance metrics and other threshold issues
- Structuring earnout provisions
- Operating control issues
- Dealing with unanticipated events
- Post-closing covenants from buyer and seller perspectives
- Determining when performance metrics have been achieved
- Resolving conflicts regarding the earnout
Benefits
The panel will review these and other critical issues:
- When is an earnout the right tool to bridge the valuation gap?
- What is the best metric to use for an earnout, and how is it best defined?
- What covenants are appropriate for operating the target business after closing with respect to the earnout?
- What dispute resolution provisions should be included in the purchase agreement regarding the earnout?
Faculty
James Dorough-Lewis, Ph.D., LL.M.
Attorney
Seyfarth Shaw
Mr. Dorough-Lewis’ experience in the corporate and federal government sectors allows him to successfully and... | Read More
Mr. Dorough-Lewis’ experience in the corporate and federal government sectors allows him to successfully and efficiently navigate the complexities of mergers and acquisitions, debt and equity financing, joint ventures, technology, government contracts, and other corporate transactions. He works with both buyers and sellers in M&A transactions and has experience representing entrepreneurs, buyers, and sellers across industries in addressing the unique challenges for all parties involved in a transaction. In sales transactions, he is familiar with the potential legal risks involved and works to minimize those issues, while creating advantageous transactions that meet the short- and long-term goals of his clients.
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Paul Pryzant
Partner
Seyfarth Shaw
For more than 40 years, Mr. Pryzant has helped clients successfully navigate the M&A process, which can be one of... | Read More
For more than 40 years, Mr. Pryzant has helped clients successfully navigate the M&A process, which can be one of the most complex corporate transactions for both buyers and sellers. Regardless of the transaction—whether mergers and acquisitions or equity and debt financings—he knows that the most critical part of his job is to listen to his clients and help them with their legal matters in a timely and cost-effective manner. Mr. Pryzant works with entrepreneurs who want to sell or merge their companies, and the buyers of those companies, each of whom faces their own legal challenges with the transaction.
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Suzanne L. Saxman
Partner
Seyfarth Shaw
For more than three decades as a corporate lawyer, Ms. Saxman has counseled clients—from entrepreneurs and... | Read More
For more than three decades as a corporate lawyer, Ms. Saxman has counseled clients—from entrepreneurs and startups to large, privately held companies across multiple industries—through every phase of growth, during times of economic prosperity and economic downturn. She prides herself on handling matters "in scale" with an eye toward practical advice that advances company objectives. Ms. Saxman works with clients in two capacities: executing deals and functioning as outside general counsel, often at the same time. Her clients benefit from this continuity of service and the institutional knowledge she develops by their side. She knows what it's like to run the business and stays in the trenches with the client after the deal is closed.
CloseEarly Discount (through 10/11/24)
Cannot Attend November 6?
Early Discount (through 10/11/24)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.