Private Equity M&A Key Deal Terms in a Changing Market

Rollover Equity, the "Buy-And-Build" Strategy, Earnouts, Seller Paper, Reverse Break-Up Fees, Rep and Warranty Insurance

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Tuesday, September 20, 2022

Recorded event now available

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Course Materials

This CLE course will guide M&A counsel concerning key private equity M&A transaction deal terms such as rollover equity; the "buy-and-build" strategy; earnouts; seller paper; reverse break-up fees; and representation and warranty insurance.


Private equity sponsor acquisitions of companies share many characteristics with strategic M&A transactions where the buyer is an operating company, but specific deal terms are unique to, or are far more common in, private equity M&A transactions. Our panel of experienced private equity M&A practitioners will discuss recent developments in private equity M&A deal terms, including current market provisions and evolving trends.

Counsel advising buyers and sellers in private equity M&A transactions must be knowledgeable about these developments to advise their clients effectively. Counsel should determine the most suitable and tailored deal terms for the transaction documents for their deals.

Listen as our panel of M&A practitioners reviews the latest trends in M&A deal terms where the buyer or seller is a private equity firm or controlled by a private equity firm. The panel will discuss best practices for negotiating provisions regarding rollover equity; the "buy-and-build" strategy; earnouts; seller paper; reverse break-up fees; and representation and warranty insurance in private equity M&A deals.



  1. Current trends in private equity M&A deals
  2. Best practices for negotiating deal terms: buyer and seller perspectives
    1. Rollover equity
    2. The "buy-and-build" strategy
    3. Earnouts
    4. Seller paper
    5. Reverse break-up fees
    6. Representation and warranty insurance


The panel will review these and other key issues:

  • What are the most recent developments and trends for practitioners to consider when doing private equity M&A deals?
  • What are the deal terms that buyers and sellers in private equity M&A deals are most frequently negotiating, and what are the buyer-favorable and seller-favorable versions of those deal terms?
  • What are some best practices for counsel on both sides of the deal when structuring and negotiating private equity M&A deals?


Cross, Jim
Jim Cross

Greenberg Traurig

Mr. Cross advises private equity sponsors and private and public companies on complex mergers and acquisitions,...  |  Read More

Doyle2, James
James Doyle

Greenberg Traurig

Mr. Doyle represents borrowers and lenders and other capital providers in the structuring, negotiation, and...  |  Read More

Hanson, Stephen
Stephen P. Hanson

ArentFox Schiff

Mr. Hanson focuses his practice in the areas of private equity, mergers and acquisitions, venture capital and emerging...  |  Read More

Ehrlich, Joseph
Joseph Ehrlich

National Practice Leader, Private Equity, Family Office and M&A
Brown & Brown Specialty Risk Solutions


 |  Read More

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