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"Earnouts: Nuts & Bolts"

Wednesday, February 13, 2019

2:00 - 2:45 pm, eastern [archive and transcript to follow]

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Earnouts are a popular tool for bridging valuation gaps between buyers and sellers - but they frequently prove to be a source of costly post-closing disputes. Come hear a panel of three leading transactional lawyers share insights on when earnouts make sense, how to effectively structure and negotiate an earnout, and how to avoid the pitfalls that can lead to big post-closing headaches. Join:

  • Michael Friedman, Partner, Pepper Hamilton LLP
  • Aaron Gruber, Partner, Cravath, Swaine & Moore LLP
  • Sean Kearney, Shareholder, Fredrikson & Byron, P.A.
  • Jessica Pearlman, Partner, K&L Gates LLP

Among the topics of this program are:

  • When does an earnout make sense?
  • What are the factors to consider in effectively structuring an earnout?
  • What are the potential pitfalls in negotiating and drafting earnout provisions?
  • What provisions are effective in reducing the potential for post-closing disputes?
  • What are best practices in dispute resolution procedures?
  • What lessons do recent cases provide about how courts approach earnouts?


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