11th IBA European Corporate and Private M&A Conference
2 Feb - 3 Feb 2023
Mind the gap! - Structuring the purchase price in troubled times (rollovers, earn-outs, vendor loans, negative price, etc)
Friday 3 February (1100 - 1215)
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.