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Acquisitions Earn-Outs

Womble Bond Dickinson

Earnout Deals Surge in Uncertain Times – What M&A Professionals Need to Know About Earnouts

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The M&A market has witnessed a major increase in the use of earnout deal terms after 2021. The number of deals with earnout provisions jumped from around 20% in 2021 to 33% in 2023....more

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

Knobbe Martens

Getinge Acquires Paragonix Technologies

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Getinge, a Swedish public limited company, announced on September 11, 2024 that it completed acquisition of Paragonix Technologies, Inc., a U.S. company specializing in organ transport products and services. According to...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

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A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Barnea Jaffa Lande & Co.

Conditional Payment (Earn-Out)

In merger and acquisition (M&A) transactions, the earn-out mechanism serves as a strategic tool for conditional payment based on the prospective performance of the acquired entity. This mechanism is particularly prevalent in...more

Mintz - Bankruptcy & Restructuring Viewpoints

In re Weinstein and Mallinckrodt: Implications for Royalty Financings, M&A Earn-Outs, and Other Transactions Involving Future...

Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more

Vedder Price

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

Vedder Price on

The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and...more

Latham & Watkins LLP

Beyond the Valuation Gap - Flexing Earnouts in the Current M&A Environment

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Increased use of earnouts is likely to facilitate M&A deals across sectors in Europe. Earnouts are increasingly common in European M&A. The growing prevalence of this contractual provision — in which additional...more

Goodwin

The growing importance of earnouts in midmarket dealmaking

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A flexible provision raises questions for buyers and sellers alike. Given the uncertain economic climate of 2023, parties are increasingly turning to earnouts to bridge valuation gaps. As shown by Goodwin’s Private Equity...more

DarrowEverett LLP

How Earnout Provisions Can Supply Great Value for Buyers, Sellers

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Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction. Earnout provisions, or...more

Morgan Lewis - Power & Pipes

Real-World Litigation Impacts of Contract Clauses in Energy Contracts: Some of the Dangers of Earnout Provisions

An earnout provision in mergers and acquisitions contracts entitles the seller of the target company to additional compensation in the future if the target performs well after closing. Such a provision is often used when a...more

J.S. Held

[Webinar] Post-Merger & Acquisition Dispute Resolution - December 7th, 12:30 pm - 1:30 pm EST

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Global Investigations expert Frank Lazzara, CPA, CFF, ABV, CFE, and Economic Damages & Valuations expert David Golbahar, CPA, CFF, CGMA, will present a one-hour* course, which will cover: - An overview of purchase price...more

K&L Gates LLP

Litigation Minute: Earn-Out Provisions (Deal Litigation Series: Part Two of Four)

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What You Need to Know in a Minute or Less - An earn-out provision is a common provision in an acquisition agreement that makes a portion of the purchase price contingent on satisfaction of certain post-closing targets or...more

Moritt Hock & Hamroff LLP

The Succession Bulletin - September 2022

This quarterly newsletter explores the emerging legal topics related to business succession planning. Thought-leading attorneys from Moritt Hock & Hamroff’s Closely-Held/Family Business Practice Group share their legal...more

Mintz

Seizing Opportunity: The post-pandemic future of US life sciences M&A 2022

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As we predicted in the previous edition of this report, 2021 turned out to be a very strong year indeed for US life sciences dealmaking, marked by high transaction values and volumes as the industry continued on its...more

TransPerfect Legal

What’s Trending: Milestone Disputes in Life Sciences Litigation

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Earlier this month, the ACC hosted an illuminating panel presentation on Life Sciences Litigation: A Look at Milestone Disputes & Recent Trends. Panelists included Lauri Mims and Jennifer Huber, both Partners at Keker Van...more

Husch Blackwell LLP

Delaware Chancery Court Decisions Outline Important Drafting Points for Earnout Terms in M&A Transactions

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Overview- Earnout provisions give sellers of a company rights to additional consideration if the acquired business achieves certain financial goals or specified milestones post-closing. Earnouts are often used to bridge...more

Greenbaum, Rowe, Smith & Davis LLP

Earnouts a Complicated but Useful Option in Mergers and Acquisitions

The purchase price is an integral component of any purchase and sale of an operating business, if not the integral component. As in the purchase and sale of anything, the seller and the buyer often have different opinions...more

White & Case LLP

Notable decisions from Delaware courts

White & Case LLP on

Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts

In Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455 (Del. Ch. June 7, 2021), the Delaware Court of Chancery (Slights, V.C.) provided key guidance on mergers and acquisitions (“M&A”)...more

McDermott Will & Emery

Mind the Gap: Strategies for Addressing the Valuation Gap in European M&A Deals During and After COVID-19

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In a climate where there are so many unknown factors challenging valuation methodologies, we explore a number of mechanisms that European dealmakers may consider during the Coronavirus (COVID-19) pandemic in order to bridge...more

Jackson Walker

Earnouts in M&A Transactions

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An “earnout” is a deal mechanism used in a merger and acquisition transaction (“M&A Transaction”) which structures the terms upon which a buyer agrees to pay additional consideration to the seller after the closing of the M&A...more

Tonkon Torp LLP

Earn-OUCH: Post-M&A Transaction Earn-Outs In Light Of COVID-19

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Often, the parties in a business sale will designate a portion of the purchase price to be paid out over time or otherwise made contingent on the performance of the business after the transaction is complete. This “earn-out”...more

Dickinson Wright

M&A Practices in a Post-COVID-19 World

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This is certainly a situation where the (purportedly) ancient curse would seem to apply: May you live in interesting times. Living, however, implies moving forward, and that is what the business world is trying to do. ...more

PilieroMazza PLLC

Purchase Agreement Components, Part 1: Options for Forms of Purchase Price Consideration in Acquisition Agreements

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Whenever parties enter into negotiations to buy and sell a target company, one of the first points of discussion is the purchase price. In particular, the purchase price discussion often reflects the amount of cash that will...more

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