Negotiating Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation Gap
Structuring Clauses to Protect Buyers and Sellers, Reduce Post-Closing Disputes
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will guide deal counsel in negotiating and structuring earnout clauses in M&A agreements that benefit buyers and sellers and reduce the likelihood of post-closing disputes.
- Current market trends
- Advantages and disadvantages of earnouts
- Relevant performance benchmarks
- Structuring earnout provisions
- Determining operating control issues
- Dealing with unanticipated events
- Protecting against fraudulent actions
- Post-closing activity by buyer and seller
- Resolving conflicting positions
- Tax and accounting implications
The panel will review these and other key issues:
- What approaches have been effective for negotiating performance benchmarks in deals involving earnout provisions?
- What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
- What are the key tax issues to understand and consider when using earnouts?
Christopher M. Flanagan
Mr. Flanagan's general corporate and partnership tax practice focuses on tax planning and analysis in the... | Read More
Mr. Flanagan's general corporate and partnership tax practice focuses on tax planning and analysis in the transactional area. He has particular experience in representing public and private companies in taxable and tax-free acquisitions and divestitures of corporate subsidiaries and divisions, and in reorganizations and restructurings. He also represents companies in the structuring and formation of major corporate joint ventures, limited liability companies, and large venture capital/private equity funds, as well as advising companies on the tax issues attendant to both public and private debt and equity offerings.Close
Founder and Managing Partner
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture... | Read More
Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture capital investments, corporate M&A, licensing and strategic alliances and other corporate deals. His primary industry focus is on internet, advertising, social media, loyalty and gaming sectors, and also counsels in the areas of clean-tech and automotive technologies. He is an adjunct professor of law with the New England School of Law, where he has taught Corporate Mergers & Acquisitions since 2005.Close