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)


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


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