Skip to main content

NCBA CLE

Events
Courses
CLE FAQ
CLE Forms and Policies
NCBAR.ORG
Search
Cart 0
    Your cart is empty.
Sign In

Item Added to Cart

You just added

You have item(s) in your cart

  • Proceed to Checkout
Cart 0
    Your cart is empty.
  1. Courses
  2. Earnouts: Taking a Wait and...
  3. Earnouts: Taking a Wait and...

    Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

    • Speakers

    Thank you

    Thank you for joining us today.

    Description

    The most highly negotiated provision of most transactions is price. Sellers want to maximize the value of the deal, putting the most optimistic spin historical and forward-looking projections. Sellers take a more skeptical view, questioning the sustainability of growth and the accuracy of forecasts.

    When differences over valuation cannot be bridged, the parties may use an earnout, which allows them to both take a wait-and-see approach and still close the transaction.

    Earnouts generally involve a current payment from buyer to seller together with ongoing payments to the seller if the company performs as the seller projected. But there are many drafting and operational traps when using earnouts.

    This program provides a practical guide to structuring and drafting earnouts to later disputes and litigation.

    • Most highly negotiated and litigated provisions in earnout agreements
    • Post-closing operations – control by buyer, but informational access to seller
    • Defining key metrics – objective, measurable and potential traps
    • Relationship of earnouts to senior debt and other preferential returns
    • Debt issues and how it impacts financial results – and post-closing payments
    • How earnouts are different than escrow and holdbacks

    Contributors

    • Frank Ciatto

      Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

      Click here for more information about Frank.

    • James DePaoli

      James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations.

      Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

      Click here for more information about James.

    • Daniel G. Straga

      Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters. Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware.

      Click here for more information about Daniel.

    October 18, 2022
    Tue 1:00 PM EDT

    Duration 1H 0M

    This live web event has ended.

    For Technical Support
    support@blueskyelearn.com
    (888) 705-6002
    +1 (858) 201-4136*
    *for callers residing outside of the United States
    Register
    Log In
    Forgot password?

    Are you sure you want to leave?

    If you change your mind, you will still be able to rejoin the live event before it ends.
    • Leave event

    You finished this item!

    • Go back to course
    • Go to next item
    • Events
    • Courses
    • Search
    • Support
    • CLE FAQ
    • CLE Forms/Policies
    • NCBAR.ORG
    • Sign In
    • Privacy Policy | Cookies Policy