11th IBA European Corporate and Private M&A Conference
2 Feb - 3 Feb 2023
Session information
Mind the gap! - Structuring the purchase price in troubled times (rollovers, earn-outs, vendor loans, negative price, etc)
Friday 3 February (1100 - 1215)
Description
Troubled times can spell increased obstacles to finding an agreement on price. This panel will first focus on some of the tools that can help to bridge the gap between a buyer and seller’s expectations and needs on price, while acknowledging that these solutions can raise their own challenges. For example, as one court noted, an ‘earn-out provision converts today’s disagreement over price into tomorrow’s litigation over the outcome’. The panel will thus also dig into how to draft and negotiate these necessary, but hazardous, tools.
Session / Workshop Chair(s)
| Jean-Claude Rivalland | Norton Rose Fulbright, Paris, France; Treasurer, Corporate and M&A Law Committee |
Speakers
| Chiara Gianni | Gianni & Origoni, Rome, Italy |
| Arne Grimme | De Brauw Blackstone Westbroek, Amsterdam, Netherlands |
| Elisabeth Kreuzer | Hengeler Mueller, Munich, Germany |
| Carmen Reyna | PEREZ-LLORCA, Madrid, Spain |
| William Savitt | Wachtell Lipton Rosen & Katz, New York, New York, USA |