Earn-out Provisions in Private M&A: Navigating Potentials and Pitfalls
Overview:
In an M&A transaction, potential business valuation differences between the buyer and the seller may arise. The parties may then agree to enter an earn-out arrangement to bridge this gap. Under this structure, the buyer of a business will be required to pay future payments, in addition to the initial payment, once the business achieves specific milestones.
While an earn-out reconciles valuation differences, businesses must still be wary in negotiating this type of arrangement as it poses a myriad of risks, such as future disputes. It is, therefore, imperative that counsel is well-versed and critical in analyzing and drafting earn-out agreements to ensure that client’s rights are protected.
Join a panel of key thought leaders and practitioners assembled by The Knowledge Group as they provide the audience with an in-depth discussion of earn-out agreements. Speakers will dig deeper as they discuss recent trends and developments and analyze critical issues and challenges. They will also offer risk mitigation techniques and best practices to avoid red flags.
This LIVE Webcast will discuss the following:
- Earn-out Provisions in Private M&A: An Overview
- Structuring an Earn-out Agreement
- Emerging Trends and Developments
- Potentials and Pitfalls
- Risk Mitigation Techniques
- Best Practices
Agenda:
Sumner Schick, LLP
AND
Hoffman & Kessler LLP
- Is an earn-out appropriate for the transaction?
- Selecting the proper earn-out metrics.
- Aligning the interests of Seller and Buyer; post-closing operation of the acquired business.
- Avoiding short-term incentivization
- Seller’s protections v. operational flexibility
- Form of earnout payment
- Tax considerations
- The earn-out determination process
- Accounting issues
- Pre- and post-closing consistency
- Transaction-related expenses
- Seller’s protections v. operational flexibility (redux)
- Post-closing efficiencies/synergies
- Buyout/termination options
- Dealing with disputes
Jacob Stasny focuses his practice on matters involving private equity transactions and other complex business deals, business litigation, and commercial …
Richard S. Green, Of Counsel to Hoffman & Kessler LLP, focuses on corporate and securities matters, and providing practical, business-oriented …
Course Level:
Intermediate
Advance Preparation:
Print and review course materials
Method Of Presentation:
On-demand Webcast
Prerequisite:
General knowledge of mergers and acquisitions (M&A)
Course Code:
148006
NY Category of CLE Credit:
Areas of Professional Practice
Total Credit:
1.0 CLE
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SPEAKER FIRMS:
About Sumner Schick, LLP
For more than three decades, our distinguished trial lawyers and corporate attorneys have represented businesses and individuals with respect to their most important legal matters. Our mission is to provide the highest standard of representation in the most cost-efficient manner.
Website: https://www.sumnerschick.com/
About Hoffman & Kessler LLP
Hoffman & Kessler LLP, formed in 2018, is an agile, responsive law firm that strives to add meaningful value to its clients' businesses. The firm’s practice is concentrated in commercial and intellectual property litigation, as well as corporate transactions and securities matters, including mergers and acquisitions, corporate finance and corporate governance, and a wide range of general business matters.
Website: https://www.hoffmankessler.com/
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