M&A Post-Closing Disputes: Minimizing and Resolving Disputes Over Working Capital Adjustments and Earnouts

An encore presentation

A 90-minute CLE webinar with interactive Q&A


Thursday, January 31, 2019

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, January 11, 2019

or call 1-800-926-7926

This CLE webinar will examine the common causes of M&A post-closing disputes regarding working capital adjustments and earnouts. The panel will discuss strategies for mitigating the likelihood of post-closing disputes, and considerations and best practices for resolving them.

Description

More than half of all M&A deals result in post-closing disputes related to purchase price, earnouts, indemnity, misrepresentations or breach of warranties.

Common allegations in disputes over working capital adjustments and earnouts are that the seller’s estimate of working capital was arbitrary, the seller’s financial statements do not comply with generally accepted accounting principles (GAAP), the seller failed to disclose material contingencies or liabilities, or the target business was not operated as represented. Even when earnout provisions are carefully drafted, post-closing disputes can arise.

While post-closing disputes are unavoidable, they can be minimized by clearly outlining in the M&A purchase agreement the parties’ agreed-upon accounting standards, whether GAAP or another standard; simplifying valuation calculations and limiting the number of variables; using objective rather than subjective terms in the purchase agreement; and addressing how disputes will be resolved as a part of the purchase agreement.

Listen as our authoritative panel discusses recent developments regarding M&A post-closing disputes over working capital adjustments and earnouts, and explains best practices for minimizing and resolving disputes.

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Outline

  1. Common drivers of M&A post-closing disputes over the purchase price and earnouts
  2. Best practices to minimize conflicts
  3. Options and considerations for resolving disputes

Benefits

The panel will review these and other top-line issues:

  • What are the common reasons for and allegations involved in M&A post-closing disputes over working capital adjustments or earnouts?
  • How can counsel minimize the likelihood of M&A post-closing disputes?
  • What are the conventional processes for resolving M&A post-closing disputes and the pros and cons of each?

This is an encore presentation.

Faculty

Brow, Gregory
Gregory S. Brow

Partner
Dentons US

Mr. Brow represents publicly-traded corporations, privately-held businesses, and corporate executives in complex...  |  Read More

Litvak, Jeff J.
Jeff J. Litvak

Senior Managing Director—Forensic Litigation
FTI Consulting

Mr. Litvak specializes in accounting and valuation matters, assessment of economic damages, analysis of lost...  |  Read More

Ogurick, Matthew
Matthew L. Ogurick

Partner
K&L Gates

Mr. Ogurick has broad experience in counseling public and private companies based in the U.S., Europe and Asia, private...  |  Read More

Live Webinar

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$247

Download

48 hours after event

$247

DVD

10 business days after event

$247 + $19.45 S&H