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
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course 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.
Outline
- Earnouts
- 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
Benefits
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?
Faculty
Christopher Letang
Managing Director, Professional Services
SRS Acquiom
Mr. Letang has deep expertise in shareholder representation. He and his team manage post-closing escrow claims,... | Read More
Mr. Letang has deep expertise in shareholder representation. He and his team manage post-closing escrow claims, earnouts, purchase price adjustments and disputes. Mr. Letang's team also manages the process by which post-closing merger proceeds are distributed to shareholders and other activities related to serving as shareholder representative.
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Tatjana Paterno
Member
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.
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Tyler J. Sewell
Partner
Morrison & Foerster
Mr. Sewell is a partner in the Corporate Department of Morrison & Foerster’s Denver office, specializing in... | Read More
Mr. Sewell is a partner in the Corporate Department of Morrison & Foerster’s Denver office, specializing in mergers and acquisitions and general corporate matters. He focuses his practice on advising clients on a broad range of corporate matters, with an emphasis on M&A, private equity transactions and other complex corporate transactions.
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