Contract Terms, Mergers, EBITDA

Navigating Earn-Out Disputes: Key Considerations for Private Funds

Proskauer - The Capital Commitment on 6/18/2025

Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more

Private Company M&A - Earn-Outs: Gravy on Top?

Whiteford on 2/25/2025

Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more

Selling a business in the current high-deal volume environment

Buckingham, Doolittle & Burroughs, LLC on 1/31/2024

Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more

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

Latham & Watkins LLP on 5/18/2023

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

Transactional Risk in M&A and Private Equity: Insurance Trends in 2022

Woodruff Sawyer on 3/30/2022

Part of every transaction’s due diligence process is the insurance and risk management workstream. Insurance and employee benefits due diligence is becoming more and more important to private equity firms looking to protect...more

Testing Times: Insights into the Timing of Incurrence Covenant Testing

White & Case LLP on 3/30/2019

European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more