transcript   Transcript

Earn-outs and Fiduciary Duties in Private Transactions

Recorded on: Jun. 22, 2018
Running Time: 01:15:16

Full Transcript:

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Taken from the Web Program Acquiring or Selling the Privately Held Company 2018 Recorded June, 2018 in New York [01:15:16]

Structuring and Negotiating Earn-Outs
The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in a transaction:

  • Formulas
  • Disputes
  • Accounting and tax issues
  • Effect on indemnification

Melissa Sawyer

Fiduciary Duties of Directors and Majority Shareholders
A discussion of the duty of controlling and majority stockholders to minority holders in:

  • Business combinations/sales/mergers
  • Squeeze outs
  • Transactions with affiliated entities

Ackneil M. Muldrow III

The purchase price of this Web Program segment includes the following article from the Course Handbook available online:

  • Earnouts in Private Company M&A: Selected Considerations
    Sarah P. Payne
  • M&A Implications of Corporate Governance and Succession Planning for Family-Controlled Businesses
    Charles T. Dowling, Melissa Sawyer, Alidad A. Damooei
  • Duties and Benefits of Special Committees (February 27, 2018)
    Elizabeth C. Kitslaar
Presentation Material
  • Negotiating and Drafting Earnouts
    Melissa Sawyer
  • Fiduciary Duties of Directors and Controlling Stockholders
    Ackneil M. Muldrow III
    • (s)
      Ackneil M. Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
      Melissa Sawyer ~ Sullivan & Cromwell LLP
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