M&A Transaction Consideration: Evaluating Cash, Stock, Seller Notes and Earnouts

Weighing the Financing and Tax Benefits and Risks of Cash and Non-Cash Purchase Consideration

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, December 4, 2014

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will examine key factors for deal counsel when evaluating whether to use cash, stock, seller notes, earnouts or other non-cash options as purchase consideration in M&A deals. The panel will also discuss how counsel can mitigate risks associated with different forms of consideration.


M&A buyers may acquire a target company using cash, stock, seller notes, earnouts or other deferred or contingent payments as purchase consideration. Cash is the simplest and most common form of consideration; however, there are circumstances in which a non-cash purchase may be advantageous.

Determining the most appropriate form of purchase consideration will depend on available financing, tax benefits or risks, and expected performance of the buyer’s stock. When stock is used, the transaction may be tax-free for the target’s stockholders. Seller notes also have tax benefits for the target’s stockholders. Earnouts can be attractive because they may allow the target’s stockholders to receive an upward price adjustment post-closing.

Listen as our authoritative panel explains recent trends in the use of cash or non-cash consideration in M&A transactions, the pros and cons of each type of consideration, and strategies for mitigating risks with the type(s) of consideration selected.



  1. Consideration alternatives—benefits and risks
    1. Cash
    2. Stock
    3. Seller notes
    4. Earnouts
    5. Other contingent or deferred consideration
  2. Latest trends in choice of consideration
  3. Mitigating risks of selected form of consideration


The panel will review these and other key issues:

  • In what situations is non-cash consideration most appropriate for M&A deals?
  • What are the key tax issues to understand and consider when using stock or seller notes as purchase consideration?
  • What factors should buyers and sellers take into account when using earnouts or other deferred or contingent payments as purchase consideration?


Christopher M. Flanagan
Christopher M. Flanagan

Edwards Wildman Palmer

Mr. Flanagan's general corporate and partnership tax practice focuses on tax planning and analysis in the...  |  Read More

Mitchell Martin
Mitchell Martin

McLean Group

Mr. Martin is co-head of the firm's M&A Practice as well as its Transportation and Logistics and its...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video