transcript   Transcript

Earn-outs and Fiduciary Duties in Private Transactions

Recorded on: Jun. 27, 2017
Running Time: 01:15:52

Full Transcript:

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Taken from the Web Program Acquiring or Selling the Privately Held Company 2017 recorded June, 2017 in New York.

Earn-outs and Fiduciary Duties in Private Transactions [01:15:52]

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

Presentation Material

  • Negotiating and Drafting Earnouts
    Melissa Sawyer
  • Fiduciary Duties of Directors and Controlling Stockholders
    Ackneil M. Muldrow III
Ackneil M Muldrow III ~ Akin Gump Strauss Hauer & Feld LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
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