Buyer Protection Provisions in M&A Purchase Agreements Beyond Indemnification and Reps and Warranties
Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel in negotiating and drafting provisions in private M&A purchase agreements that provide protections to buyers after the transaction is consummated beyond indemnification for breaches of representations and warranties. The panel will outline approaches for purchase price adjustments, contingent and deferred consideration, past-due accounts receivable, and other protections available to buyers in private M&A transactions to shift or minimize transaction risk.
Outline
- Why buyers should not rely solely on an indemnity from sellers, plus other considerations with respect to representations and warranties insurance policies
- Buyer protection provisions beyond an indemnity from sellers
- Purchase price adjustments
- Earnouts and other contingent consideration
- Escrows, holdbacks, and other security
- Specific provisions for accounts receivable
- Specific provisions for asset deals, including excluded liabilities and wrong-pockets provision
- Setoff rights
- Specific performance and claims for fraud
Benefits
The panel will review these and other key issues:
- What buyers should keep in mind when negotiating purchase price adjustments to get the value they bargained for
- How buyers can leverage contingent consideration to protect themselves against risks related to the future performance of a target company
- When buyers should consider using escrows and holdbacks and ways buyers can minimize uncertainty regarding the collectability of past-due accounts receivable
Faculty
Baylie Evans
Senior Associate
King & Spalding
Ms. Evans is an Senior Associate in the Atlanta office of King & Spalding and is a member of the Corporate,... | Read More
Ms. Evans is an Senior Associate in the Atlanta office of King & Spalding and is a member of the Corporate, Finance and Investments Practice Group. Her practice focuses on mergers and acquisitions, joint ventures, strategic corporate transactions, and general corporate and governance matters. Ms. Evans has worked with public and private companies, private equity funds, venture capital investors and strategic corporate investors and acquirers across a range of sectors, including consumer services, business services, healthcare, industrials, technology and hospitality. She represents clients in a variety of transactions, including mergers, stock and asset acquisitions, join ventures, divestitures and strategic investments.
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Umbar F. Malik
Associate
King & Spalding
Ms. Malik's corporate transactional practice focuses on mergers and acquisitions, capital raising activities,... | Read More
Ms. Malik's corporate transactional practice focuses on mergers and acquisitions, capital raising activities, private equity investments and general corporate and corporate governance matters. She has worked with public and private companies, venture capital investors, private equity investors, and strategic corporate investors and acquirers across a range of sectors, including technology, hospitality, product merchandise and education. Ms. Malik represents public and private companies and private equity funds in a variety of M&A transactions, including mergers, stock and asset transactions and joint ventures, and corporate matters domestically and globally.
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