Negotiating Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation Gap
Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes
A live 90-minute premium CLE webinar with interactive 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.
- Advantages and disadvantages of earnouts
- Relevant performance benchmarks
- Current market trends
- Structuring earnout provisions
- Determining operating control issues
- Dealing with unanticipated events
- Post-closing activity by buyer and seller
- Drafting considerations to minimize disputes
- Tax implications
The panel will review these and other challenging issues:
- What approaches are effective in negotiating performance benchmarks for deals involving earnout provisions?
- What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
- What are the tax issues that counsel must understand and consider regarding earnouts?
Neal A. Jacobs
Managing Attorney and Principal
Jacobs Law Group
Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular... | Read More
Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular attention to privately held companies and their shareholder and member relations. He focuses on complex corporate matters involving the interplay of the rights and obligations of management and the various classes of equity holders and lenders. He has built a reputation in the area of business divorce and is a frequent lecturer on the topic.Close
Bass Berry & Sims
Ms. Paterno has represented numerous national companies and private equity firms in M&A transactions valued at... | Read More
Ms. Paterno has represented numerous national companies and private equity firms in M&A transactions valued at nearly $20 billion in the aggregate and securities transactions valued over $2.5 billion. Her clients include companies within the healthcare, wellness, food and beverage, information technology, manufacturing and senior living industries, among others. Ms. Paterno also advises management, boards and special committees on shareholder activism, corporate governance and public company disclosure matters. She is focused on achieving efficient, practical solutions for her clients.Close
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