Course Description
The program will cover purchase price adjustments, working capital targets, earnouts and their role in transferring value and settling valuation gaps in M&A transactions. Participants will also learn best practices for drafting purchase price adjustment provisions, structuring agreements to reduce ambiguity, and leveraging tools such as representations and warranties insurance to allocate risk.
Syllabus
- Purchase price adjustment mechanics and a walkthrough of the post-closing purchase price adjustment process
- Lessons from disputes: How ambiguity in the purchase agreement can lead to problems
- Working Capital and Earnouts: Risks, common issues, and drafting strategies for reducing ambiguity in purchase price adjustment mechanisms
- Representations & warranties insurance: Role in risk allocation