BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

M&A Post-Closing Disputes: Avoiding, Minimizing, and Resolving Disputes Over Working Capital Adjustments and Earnouts

$347.00

This course is $0 with these passes:

BarbriPdBannerMessage

Description

More than half of all M&A deals result in post-closing disputes related to purchase price adjustments, earnouts, indemnity, and/or breach of representations and warranties claims.

Common allegations in disputes over working capital adjustments and earnouts relate to discrepancies in the accounting methods applied by the parties, claims that the seller failed to disclose material contingencies or liabilities, ambiguous milestone descriptions, and/or claims the target business was not operated as represented.

While sometimes unavoidable, post-closing disputes can often be avoided, or at the very least minimized, by clearly outlining in the M&A purchase agreement the parties' agreed-upon accounting standards, whether GAAP or another standard; simplifying valuation calculations and limiting the number of variables; using objective rather than subjective terms in the purchase agreement; and addressing how to resolve disputes as a part of the purchase agreement.

Listen as our authoritative panel discusses recent developments regarding M&A post-closing disputes over working capital adjustments and earnouts and explains best practices for minimizing and resolving disputes.

Presented By

Tijana Brien
Partner
Cooley LLP

Ms. Brien’s practice focuses on complex commercial litigation and securities litigation matters. She has substantial experience in a wide range of disputes in federal and state courts, including contract disputes, securities class actions, and shareholder derivative and books and records litigation. Ms. Brien is a trusted adviser to and fierce advocate for her clients, which include individuals, venture capital firms, early-stage startups and publicly traded companies in various industries, including life sciences and technology.

Corey R. Brown
Partner, Co-Chair Mergers & Acquisitions Practice Group
Foley Hoag LLP

Mr. Brown’s practice focuses on representing private equity funds and strategics in buy-side and sell-side transactions, including leveraged buyouts, minority and growth investments, going-private transactions, carve-out acquisitions, tender offers, and other strategic business transactions. His practice spans many different industries, with a particular focus in technology and life sciences, and includes buyers and sellers of both public and private companies, including private equity sponsors. Mr. Brown also has extensive experience in cross-border transactions, having advised on transactions involving parties in North America, Europe, Asia and South America. He routinely counsels boards and executive officers on their significant transactions, including fiduciary duty issues, and general corporate matters. Mr. Brown also regularly works with portfolio companies of private equity firms on their transactional and general corporate matters. 

Patrick Reagin
Partner
Holland & Knight LLP

Mr. Reagin focuses on complex business and commercial disputes, and he is a go-to lawyer in the firm for high-profile and significant exposure matters. He has particular experience representing purchasers and sellers in post-closing M&A disputes and claims relating to earnouts, purchase price adjustments and for breaches of representations and warranties and indemnity, including litigating these issues in the courts of Delaware. Mr. Reagin regularly publishes on matters involving D&O liability, including updates on leading decisions from the Delaware Court of Chancery and other significant fora contributing to the development of D&O and securities law. In his broader commercial practice, Mr. Reagin has handled numerous disputes on behalf of companies, their officers and directors in connection with business tort, fraud, contract, fiduciary duty, restrictive covenant, trade secret, unfair competition, Lanham Act, antitrust and civil RICO claims in courts around the country and in international arbitrations.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, December 11, 2024

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Common drivers of M&A post-closing disputes over purchase price and earnouts
  2. Best practices to minimize conflicts
  3. Options and considerations for resolving disputes

The panel will review these and other top-line issues:

  • What are the common reasons for and allegations involved in M&A post-closing disputes over working capital adjustments or earnouts?
  • How can counsel minimize the likelihood of M&A post-closing disputes?
  • What are the conventional processes for resolving M&A post-closing disputes and the pros and cons of each?