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 video webinar with Q&A
This CLE course will guide counsel in drafting and negotiating purchase price adjustment (PPA) provisions in M&A 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?
Anne M. Cox-Johnson
King & Spalding
Ms. Cox-Johnson advises private and publicly traded companies on mergers and acquisitions, joint ventures and strategic... | Read More
Ms. Cox-Johnson advises private and publicly traded companies on mergers and acquisitions, joint ventures and strategic investments. She represents clients in a number of industries, including pharmaceuticals, restaurants, telecommunications, consumer products, healthcare, manufacturing, real estate and retail. As a corporate advisor, Ms. Cox-Johnson works with clients on a full range of M&A transactions. These include public and private company mergers, acquisitions and dispositions; tender offers; recapitalizations; joint ventures; strategic investments; going-private transactions; and special committee representations. She also represents private equity funds in control and non-control investment transactions and investment exit transactions.Close
John M. Hyman
King & Spalding
Mr. Hyman represents public and private companies, as well as private equity firms, in a wide variety of corporate... | Read More
Mr. Hyman represents public and private companies, as well as private equity firms, in a wide variety of corporate transactions, with a primary focus on mergers and acquisitions. He has represented clients in acquisitions and divestitures of stock and assets; equity financing transactions; leverage buyouts; strategic and venture capital investments; joint ventures; recapitalizations; and other control and non-control transactions. Mr. Hyman also handles general corporate and securities matters. With experience in a wide range of corporate transactions, John works with clients in a number of sectors, including consumer products, industrial distribution, logistics, healthcare, energy, restaurants and retail.Close
Spencer A. Stockdale
King & Spalding
Mr. Stockdale practices in the firm’s Mergers & Acquisitions and Capital Markets practices, focusing on a... | Read More
Mr. Stockdale practices in the firm’s Mergers & Acquisitions and Capital Markets practices, focusing on a variety of financial transactions. He represents both public and private companies, boards of directors and special committees in a wide range of corporate transactions, including acquisitions and dispositions by means of merger, asset purchase/sale, equity purchase/sale and joint venture.Close