Program Details
2026-09-17 13:00:00
Over 1,000+ webinars
Course Overview
2026-09-17 13:00:00
2h CLE Credits
Intermediate
2
1:00 pm - 2:00 pm ESTEarnouts have become a common feature in acquisition transactions. Their usage is particularly prevalent during times, such as ours, of economic, financial, and valuation uncertainties in the marketplace generally and with respect to specific businesses. However, earnouts almost always lead to post-closing disputes. Careful planning and negotiation are critical, with a view to the most likely future disputes and how best to avoid them or be positioned well to resolve them. This podcast will focus on providing specific earnout-related practice tips to practitioners.
Gail Weinstein
Michael P. Sternheim 2:10 pm - 3:10 pm ESTEarnout provisions are among the most frequently litigated features of private-company M&A agreements, and a recent wave of Delaware decisions — headlined by the Supreme Court’s Johnson & Johnson v. Fortis Advisors opinion and the Court of Chancery’s $181 million damages award in SRS v. Alexion — has fundamentally reshaped how these disputes are tried and decided. This session examines how courts evaluate commercially reasonable efforts obligations, when the implied covenant of good faith and fair dealing can fill contractual gaps, and how damages are now calculated using a probability-weighted framework that turned a buyer’s own internal documents into the decisive evidence against it. The session also addresses fraud claims, anti-reliance provisions, and the extraordinary remedies courts have deployed — including reinstating a terminated CEO and enjoining a buyer from interfering with a product launch — when buyers act in bad faith. Attendees will leave with a practical understanding of the litigation landscape and the steps buyers and sellers should take immediately after closing to best position themselves if a dispute arises.
Rishi N. ZutshiMichael P. Sternheim is a litigation partner in Fried Frank’s New York office. He represents corporations, boards of directors, special committees, senior management, and financial sponsors in corporate governance matters, shareholder and derivative litigation, and securities litigation, as well as confidential internal investigations and United States Attorney’s Office and SEC investigations, including insider trading matters.
Rishi N. Zutshi is a litigation partner in Cleary Gottlieb’s New York office. He represents clients in high-stakes litigation and investigations and has won victories—including at trial—defeating or resolving claims seeking billions of dollars in damages. His clients include public and private companies, financial institutions, private equity, venture capital, investment firms, and sovereign wealth funds.
Gail Weinstein advises leading companies, private equity firms, and investment banks on M&A strategy, defense preparedness, shareholder activism, and corporate governance. Formerly a partner in Fried Frank’s M&A Group, she now serves the firm as Senior Counsel in New York.
Michael P. Sternheim is a litigation partner in Fried Frank’s New York office. He represents corporations, boards of directors, special committees, senior management, and financial sponsors in corporate governance matters, shareholder and derivative litigation, and securities litigation, as well as confidential internal investigations and United States Attorney’s Office and SEC investigations, including insider trading matters.
Rishi N. Zutshi is a litigation partner in Cleary Gottlieb’s New York office. He represents clients in high-stakes litigation and investigations and has won victories—including at trial—defeating or resolving claims seeking billions of dollars in damages. His clients include public and private companies, financial institutions, private equity, venture capital, investment firms, and sovereign wealth funds.
Gail Weinstein advises leading companies, private equity firms, and investment banks on M&A strategy, defense preparedness, shareholder activism, and corporate governance. Formerly a partner in Fried Frank’s M&A Group, she now serves the firm as Senior Counsel in New York.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
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