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

A live 90-minute premium CLE video webinar with interactive 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.

Wednesday, December 11, 2024 (in 4 days)

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

or call 1-800-926-7926

This CLE course 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 adjustments, earnouts, indemnity, and/or breach of representations and warranties claims.

Common allegations in disputes over working capital adjustments and earnouts relate to discrepancies in the accounting methods applied by the parties, claims that the seller failed to disclose material contingencies or liabilities, ambiguous milestone descriptions, and/or claims the target business was not operated as represented.

While sometimes unavoidable, post-closing disputes can often be avoided, or at the very least 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 to resolve disputes 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 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?

Faculty

Brien, Tijana
Tijana Brien

Partner
Cooley

Ms. Brien’s practice focuses on complex commercial litigation and securities litigation matters. She has...  |  Read More

Brown, Corey
Corey R. Brown

Partner, Co-Chair Mergers & Acquisitions Practice Group
Foley Hoag

Mr. Brown’s practice focuses on representing private equity funds and strategics in buy-side and sell-side...  |  Read More

Reagin, Patrick
Patrick Reagin

Partner
Holland & Knight

Mr. Reagin focuses on complex business and commercial disputes, and he is a go-to lawyer in the firm for high-profile...  |  Read More

Attend on December 11

Cannot Attend December 11?

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.

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

CLE On-Demand Video