Expert or Arbitrator? — PE Pathways Podcast
Earn-Out Arrangements – Interview with David Lagasse, Member, Mintz Levin
When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more
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
In this episode of PE Pathways, Partners Nick Stawasz and Dan Boland discuss the distinctions between engaging an expert or an arbitrator for resolving post-closing purchase price and earnout disputes in M&A deals. The...more
Artificial intelligence is revolutionizing life science R&D (particularly in the realm of drug discovery) and challenging the traditional "human inventorship" requirement for U.S. patents. Recent guidance from the USPTO...more
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
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2024, from advising the iconic rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of all assets...more
Appellate court ruling widens scope of NY fee-splitting law to include earnouts - The decision overturned a lower court ruling relating to the sale of part of a dental practice in 2015. The plaintiff agreed to sell...more
The use of earnout provisions, which buyers and sellers often use to bridge differing views of value, is on the rise, especially in the private equity and corporate venture capital markets. This White Paper examines how...more
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
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
As we kick off 2023, we are optimistic that the healthcare private equity (PE) market will be resilient despite various headwinds. As you think ahead, please consider the issues and trends summarized below that may be helpful...more
As deal lawyers we, at Foley, continue to see high volumes of health care private equity (PE) backed platform transactions. While the number of deals in the space is down, year over year, the industry is still on pace to...more
Despite practical challenges, earnouts are a tool that PE buyers should increasingly consider to reconcile differences and get deals done. The use of earnouts, though historically disliked by PE buyers, is increasing...more
Earn-outs, where additional consideration is paid post-completion based on the performance of a target business, are becoming increasingly common in private M&A transactions. Our recent survey of European deals between July...more