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Earnouts in Healthcare Transactions: Bridging the Valuation Gap, Minimizing Stark and AKS Risk

Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes

A live 90-minute CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, November 26, 2024

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, November 8, 2024

or call 1-800-926-7926

This CLE webinar will guide healthcare attorneys on earnouts in healthcare transactions. The panel will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel will also address the risks, including potential violation of Stark and the Anti-Kickback Statute (AKS). The panel will offer guidance for structuring earnout provisions.

Description

M&A transactions routinely include earnout provisions as a valuation-bridging mechanism to alleviate concerns by both parties about tendering or receiving a fair purchase price. Earnouts can allow either an upward price adjustment post-closing--when sufficient value is created to justify a higher purchase amount--or innovative financing for an originally agreed upon price. Further, earnouts can deter disagreements during the negotiation of the deal price only to result in post-closing disputes over the earnout itself.

While earnouts are a beneficial tool for parties in M&A deals, such provisions come with additional risks in healthcare M&A transactions. Such provisions could implicate the Stark Law or AKS. Buyers and sellers need to carefully navigate valuation and purchase price issues in healthcare transactions and draft earnout provisions accordingly.

Listen as our authoritative panel of healthcare attorneys examines earnouts in healthcare transactions. The panel will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel will also address the potential risks, including violation of Stark and AKS. The panel will offer guidance for structuring earnout provisions.

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Outline

  1. Earnout provisions in healthcare M&A
    1. Advantages and disadvantages of earnouts
    2. Considerations
    3. Components
  2. Risks
    1. AKS
    2. Stark
  3. Best practices for structuring earnout provisions

Benefits

The panel will review these and other challenging issues:

  • What risks should counsel keep in mind when determining whether to use earnout provisions in healthcare deals?
  • What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
  • What are best practices counsel should employ when designing earnouts to minimize disputes?

Faculty

Warren, Adria
Adria Warren

Partner
Foley & Lardner

Ms. Warren is a healthcare M&A and regulatory lawyer with deep experience advising hospitals, providers, and...  |  Read More

Additional faculty
to be announced.
Attend on November 26

Early Discount (through 11/08/24)

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Early Discount (through 11/08/24)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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