News & Analysis as of

Purchase Price Acquisitions

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

Amundsen Davis LLC

Indemnification Escrow Accounts – What Are They and How Should They Be Used?

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Parties to business acquisitions use indemnification clauses to provide security for harm that may result following the closing of the transaction. Indemnification obligations require one party to compensate the other for...more

DarrowEverett LLP

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

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When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing...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

Winstead PC

Working Capital and Accounts Receivable

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When acquiring or selling a company, many nuances exist in various stages of the process, some of which are not readily apparent on their face. One of those nuances is the interplay between accounts receivable and working...more

Goodwin

Use of EBITDA in Earnouts Increased 22% in Two Years

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From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more

Rivkin Radler LLP

Letters of Intent – Negotiating the Framework of Your Transaction

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In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more

Sheppard Mullin Richter & Hampton LLP

The Art of the Dealership: A Legal Road Map for Buying and Selling Automotive Dealerships

The past few years have seen dramatic shifts for mergers and acquisitions involving automotive dealerships. It has been estimated that approximately 3% of dealerships undergo a change of ownership in an average year...more

Goodwin

Notable Differences Between US and UK M&A Deal Terms

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Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential...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

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

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

Opportune LLP

Bargain Purchases In Energy Business Combinations: A Rarity Explained

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In the years since FAS 141 (now codified as ASC 805, Business Combinations) was implemented in 2001, the vast majority of business combinations have resulted in the recognition of goodwill or have been goodwill/bargain...more

Cooley LLP

Locking the Box in Private M&A Transactions – Myths and Facts

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Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the...more

J.S. Held

Hindsight in the Resolution of Purchase Price Disputes and the Accounting Standards Codification’s (ASC) “Subsequent Events”...

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Accountants (or auditors in particular) are the benefactors of hindsight and get to put it to use every time they are engaged to opine on a company’s financial statements. Namely, that period from the date of the financial...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

Chambliss, Bahner & Stophel, P.C.

Mergers and Acquisitions - Key Issues in Today's M&A Deals

From regional to international $5-$100+ MM deals, our M&A team has extensive experience working with buyers, sellers, and investors on a wide variety of transactions in various industries including manufacturing, health care,...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

K&L Gates LLP

COVID-19: Implications on M&A Transactions

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As the spread of COVID-19 continues to accelerate throughout the world and the financial markets experience increasing amounts of turmoil, companies engaged in mergers and acquisitions are grappling with increased risk and...more

Kramer Levin Naftalis & Frankel LLP

COVID-19 — Observations and Considerations From an M&A Perspective

The outbreak of the novel coronavirus disease 2019 (COVID-19) and the measures being taken at every level to contain the spread thereof is a rapidly evolving public health and humanitarian issue. Naturally, COVID-19 and its...more

Opportune LLP

How To Determine The Fair Value of E&P Assets For Business Combinations vs. Asset Acquisitions

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Determining whether an exploration and production (“E&P”) transaction is a business combination or asset acquisition isn’t a simple process. We’ve seen an increase in documentation requirements from regulators and auditors,...more

White & Case LLP

METI issues "Fair M&A Guidelines" and publishes an English version

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Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more

Nossaman LLP

Caltrans Must Sell Back Condemned Homes at Original Purchase Price

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More than 50 years ago, Caltrans purchased roughly 500 homes under threat of eminent domain within the planned right-of-way for the anticipated construction of the I-710 freeway (linking Monterey Park to Pasadena). ...more

Dechert LLP

Global Private Equity Newsletter - Winter 2019 Edition: U.S. Carve-Out Transactions: A Fertile Ground for Private Equity Firms

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Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more

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