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 merger and acquisition (M&A) agreements.
- Overview of purchase price adjustment provisions
- Drafting and negotiating strategies
- Defining net working capital
- Setting the baseline amount
- Accounting methods/principles
- Debt, transaction expenses, change of control payments, and other direct adjustments
- 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?
Allison D. Gargano
Morgan, Lewis & Bockius
Ms. Gargano focuses her practice on advising private equity sponsors and their portfolio companies, Fortune 500... | Read More
Ms. Gargano focuses her practice on advising private equity sponsors and their portfolio companies, Fortune 500 companies, and emerging market companies on mergers & acquisitions, asset purchases, dispositions and private equity investments. She has substantive experience in both domestic and cross-border transactions. Ms. Gargano also advises clients on general corporate and compliance matters. She represents both strategic and private equity clients primarily in the retail, healthcare, life sciences, fintech, and financial services industries.Close
James P. Greifzu
Wiggin and Dana
Mr. Greifzu represents corporate and individual clients in connection with mergers, acquisitions, divestitures,... | Read More
Mr. Greifzu represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, medical cannabis, and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions.Close
Jim Lisy, CFA, MBA
Managing Director, M&A Advisory
Cohen & Company
Mr. Lisy leads the firm’s M&A Advisory Group. He has more than 30 years of operating and capital markets... | Read More
Mr. Lisy leads the firm’s M&A Advisory Group. He has more than 30 years of operating and capital markets experience. Mr. Lisy has coordinated numerous capital markets transactions involving acquisitions, divestitures, Foreign Exchange, equities and interest rate futures/options. His deal experience spans across numerous middle market transactions involving diverse industries and geographies.Close