Negotiating Earnouts in M&A Transactions: Effective Approaches to Bridging the Valuation Gap
Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel in negotiating and structuring earnout clauses in M&A agreements that benefit buyers and sellers and reduce the likelihood of post-closing disputes.
Outline
- Earnouts
- Advantages and disadvantages of earnouts
- Relevant performance benchmarks
- Current market trends
- Structuring earnout provisions
- Drafting earnout terms to minimize disputes
- Addressing how the buyer must control the business
- Tax implications
- Drafting effective dispute resolution provisions
Benefits
The panel will review these and other challenging issues:
- What approaches are effective in negotiating performance benchmarks for deals involving earnout provisions?
- Current market trends
- What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
- What are the tax issues that counsel must understand and consider regarding earnouts?
Faculty
Brett A. Cenkus
Attorney
Cenkus Law
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in... | Read More
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.
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Gena Lavallee
Of Counsel
McLane Middleton
Ms. Lavallee is an experienced corporate attorney with a demonstrated history of mergers and acquisitions execution in... | Read More
Ms. Lavallee is an experienced corporate attorney with a demonstrated history of mergers and acquisitions execution in fast-paced, collaborative law firm and business environments. She helps clients form, grow, buy and sell companies and solve complex business and legal issues. Ms. Lavallee’s broad range of prior experience as a Biglaw lawyer, member of an in-house investment team, and consultant to privately held companies provides her with a deep understanding of the legal issues businesses face. Throughout her career, Ms. Lavallee has represented clients ranging from start-ups to large multi-owner privately held companies, as well as high net worth individuals and non-profits.
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Michael McMahon
Partner
Cooley
Mr. McMahon has extensive experience, both at the firm and as a former Department of Justice trial attorney,... | Read More
Mr. McMahon has extensive experience, both at the firm and as a former Department of Justice trial attorney, leading complex commercial matters, post-acquisition disputes and internal investigations. He has represented purchasers, sellers and underwriters in more than 60 post-acquisition disputes, and he regularly provides pre-deal counseling on litigation matters in M&A transactions. Mr. McMahon has served as lead trial counsel on behalf of plaintiffs and defendants in matters involving claims of fraud, trade secret misappropriation, misuse of confidential information and breach of contract, among others. He also represents companies and individuals facing investigations from federal and state government entities, such as the DOJ, the Securities and Exchange Commission, and state attorneys general offices.
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