M&A Buyer Protection Provisions in Private M&A Purchase Agreements Beyond Indemnification for Breaches of Representations and Warranties
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities
A live 90-minute premium CLE webinar with interactive Q&A
This CLE webinar will guide deal counsel in negotiating and drafting provisions in private M&A purchase agreements that provide protections to buyers after the transaction is consummated that are beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purchase price adjustments, contingent and deferred consideration, past-due accounts receivable and other protections available to buyers in private M&A transactions to shift or minimize transaction risk.
Outline
- Why buyers should not rely solely on an indemnity from sellers
- Buyer protection provisions beyond an indemnity from sellers
- Purchase price adjustments
- Earnouts and other contingent consideration
- Escrows, holdbacks and other security
- Specific provisions for accounts receivable
- Specific provisions for asset deals, including excluded liabilities and ‘wrong-pockets’ provision
- Setoff rights
- Specific performance and claims for fraud
Benefits
The panel will review these and other key issues:
- What buyers should keep in mind when it comes to negotiating purchase price adjustments in order to get the value they bargained for.
- How buyers can leverage contingent consideration to protect themselves against risks related to the future performance of a target company.
- When buyers should consider using escrows and holdbacks and ways buyers can minimize uncertainty when it comes to the collectability of past-due accounts receivable.
Faculty
Danielle Asaad
Partner
Squire Patton Boggs
A partner in the Global Corporate Practice, Ms. Asaad represents private equity sponsors and corporate clients in... | Read More
A partner in the Global Corporate Practice, Ms. Asaad represents private equity sponsors and corporate clients in connection with acquisitions, minority investments, divestitures, joint ventures, financings, restructurings and other corporate matters.
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John J. McDonald
Managing Partner
Tremont Street Partners
Mr. McDonald is presently the Managing Partner at Tremont Street Partners, a financial advisory firm based in... | Read More
Mr. McDonald is presently the Managing Partner at Tremont Street Partners, a financial advisory firm based in Greenwich, Connecticut. Before founding Tremont Street Partners, he was Deputy General Counsel at Prospect Capital Management, a private equity firm, and was previously a Partner at Troutman Sanders, an international corporate law firm. At Troutman, Mr. McDonald's legal practice focused on representing private equity sponsors in leveraged buyouts, bolt-on acquisitions, recapitalizations and divestitures and representing strategic buyers and sellers of publicly traded and privately held companies in mergers and acquisitions transactions across a broad range of industries, in both domestic and cross-border transactions. He also represented emerging private equity sponsors in fund formation and fundraising processes and represented limited partner investors in negotiating investments in private equity funds.
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