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 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.
Outline
- Consideration alternatives—benefits and risks
- Cash
- Stock
- Seller notes
- Earnouts
- Other contingent or deferred consideration
- Latest trends in choice of consideration
- Mitigating risks of selected form of consideration
Benefits
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?
Faculty
Christopher M. Flanagan
Partner
Edwards Wildman Palmer
Mr. Flanagan's general corporate and partnership tax practice focuses on tax planning and analysis in the... | Read More
Mr. Flanagan's general corporate and partnership tax practice focuses on tax planning and analysis in the transactional area. He has particular experience in representing public and private companies in taxable and tax-free acquisitions and divestitures of corporate subsidiaries and divisions, and in reorganizations and restructurings. Mr. Flanagan also represents companies in the structuring and formation of major corporate joint ventures, limited liability companies, and large venture capital/private equity funds, as well as advising companies on the tax issues attendant to both public and private debt and equity offerings.
CloseMitchell Martin
Principal
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
Mr. Martin is co-head of the firm's M&A Practice as well as its Transportation and Logistics and its Aerospace, Defense and Government Services practices. He has been involved in M&A transactions in a wide range of industries. He is regularly quoted as an industry expert in the Washington Post, Washington Business Journal, Defense News, Washington Technology and other industry publications.
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