M&A Post-Closing Purchase Price Adjustments: Drafting and Negotiating Strategies
Defining Working Capital, Baseline Amount and Accounting Principles; Overlap With Indemnification Clauses; Adjustment Process
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will guide counsel in drafting and negotiating purchase price adjustment (PPA) provisions in M&A acquisition agreements.
- Overview of purchase price adjustment provisions
- Drafting and negotiating strategies
- Defining net working capital
- Setting the baseline amount
- Accounting methods/principles
- Overlap with indemnification provisions
- Adjustment process
- Dispute resolution
- Payment of adjustment amount
The panel will review these and other key concepts:
- What deal-specific considerations should counsel be most sensitive to when drafting and negotiating PPA provisions?
- What are the most commonly disputed issues with PPAs?
- What can you do to avoid unintended results?
Robert C. Lamonica
Robert Lamonica is a member of Pryor Cashman's Corporate and Banking + Finance Groups. Practicing primarily in... | Read More
Robert Lamonica is a member of Pryor Cashman's Corporate and Banking + Finance Groups. Practicing primarily in mergers and acquisitions, he represents private equity and strategic buyers of small to mid-cap private companies as well as investors and founders in the sales of their enterprises. His transactional, securities and general corporate counsel practice covers companies across the country in a variety of industries. Robert also represents banks, including state-chartered, community and national banks, thrifts and bank holding companies, advising on mergers and acquisitions, regulatory matters and enforcement actions in the financial services industry.Close
Mr. Weinsier is a partner with Pryor Cashman LLP, where he is the co-leader of the firm’s Private Equity... | Read More
Mr. Weinsier is a partner with Pryor Cashman LLP, where he is the co-leader of the firm’s Private Equity Practice, a senior member of the Mergers and Acquisitions Practice and a member of the Corporate and International Groups. He has more than 30 years of experience representing public and private operating companies, family-owned and closely held companies, strategic buyers and sellers, private equity funds, family offices and other financial sponsors, as well as their portfolio companies, in domestic, international and cross-border mergers and acquisitions, divestitures, joint ventures, financings and other complex transactions. These transactions include, among others, primary and secondary leveraged buyouts, management buyouts, bolt-on and tuck-in acquisitions, auction bids and auction sale processes, non-control investments, co-investments and acquisition financings. He also has extensive experience advising emerging companies, from the start-up phase to maturation, representing both issuers and investors, including incubators and accelerators, in a full range of venture capital financings, spanning from “angel” to late-stage investments.Close