Private Equity M&A Key Deal Terms: Reverse Break Fees, Seller Remedies, Post-Closing Indemnity

Negotiating and Structuring Closing Conditions, Termination Rights and Post-Closing Indemnification in a Changing Market

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

Conducted on Wednesday, July 29, 2015

Recorded event now available

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Program Materials

This CLE webinar will guide M&A counsel in negotiating closing conditions and termination rights in private equity deals. The panel will outline recent trends in reverse break fees, seller recourse for financing failure, and post-closing indemnities as measures to benefit and protect private equity buyers and sellers.


Changes in the economy and the M&A market have led to new deal-making trends and the implementation of various deal protection strategies. Buyers and sellers in private equity M&A deals are strategically negotiating terms related to deal certainty, including reverse break fees, seller recourse when financing is unavailable, and post-closing indemnities.

Counsel advising buyers and sellers in private equity M&A deals must consider a number of legal and financial factors when determining which deal terms are most suitable for specific transactions and in negotiating those tailored terms and provisions.

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 reverse break fees, seller remedies in the event of financing failure, and post-closing indemnity in private equity deals.



  1. Current trends in private equity M&A deals
  2. Best practices for negotiating deal terms—buyer and seller perspective
    1. Reverse break fees
    2. Financing failure—remedies for sellers
    3. Go-Shop deals
    4. Fiduciary outs
    5. Post-closing indemnity


The panel will review these and other key issues:

  • What are the current trends for M&A practitioners in private equity deals?
  • What are the most common deal terms buyers and sellers in private equity M&A deals are negotiating related to deal certainty?
  • What are the best practices for counsel on both sides of the deal when negotiating and structuring deal terms?


John J. McDonald
John J. McDonald

Troutman Sanders

Mr. McDonald counsels clients on a full range of corporate transactional matters, focusing on private equity and...  |  Read More

Michael Weinsier
Michael Weinsier

Troutman Sanders

Mr. Weinsier focuses his practice on representing private equity and other investment funds, family offices and other...  |  Read More

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