Program Details
2025-10-29 13:00:00
Over 1,000+ webinars
Course Overview
2025-10-29 13:00:00
2h CLE Credits
Intermediate
2
1:00 pm - 1:30 pm ESTThis session explores why earnouts have surged in popularity, reaching peak usage in 2023 when approximately one-third of transactions included them. Attendees will learn how earnouts bridge valuation gaps, address financing needs, and mitigate specific risks such as pending litigation or regulatory approvals.
Chad Barton
Max Mitchell 1:30 pm - 2:00 pm ESTThis session examines how earnout metrics like revenue versus EBITDA influence dispute likelihood, with EBITDA calculations being inherently more dispute-prone due to subjective adjustments. Participants will also learn how working capital mechanisms interact with cash and debt adjustments, and why items like reserves, inventory valuations, and accounts receivable are the most contentious areas.
Chad BartonMax Mitchell 2:10 pm - 2:40 pm ESTThis session provides techniques to reduce ambiguity and align buyer-seller incentives through clear accounting hierarchies and specific definitional language. Attendees will learn the differences between closing balance sheet and locked box approaches, and how to create operational covenants that protect both parties’ interests.
Chad BartonMax Mitchell 2:40 pm - 3:10 pm ESTThis session covers practical steps to minimize disputes, including Delaware court interpretations that strictly favor written contract terms over implied obligations. Participants will explore dispute resolution mechanisms, audit rights, information access provisions, and key case law that shapes earnout enforcement.
Chad BartonMax MitchellChad Barton is a corporate attorney who assists private equity sponsors, portfolio companies, and public and private companies with complex strategic, financial and business transactions including mergers and acquisitions, divestitures, joint ventures, restructurings, and general corporate counseling.
Max Mitchell is a Partner in Grant Thornton’s Transaction Advisory practice who leads the Purchase Agreement Advisory (PAA) practice, which he established in February 2019, advising buyers and sellers on accounting and financial aspects of purchase agreements.
Chad Barton is a corporate attorney who assists private equity sponsors, portfolio companies, and public and private companies with complex strategic, financial and business transactions including mergers and acquisitions, divestitures, joint ventures, restructurings, and general corporate counseling.
Max Mitchell is a Partner in Grant Thornton’s Transaction Advisory practice who leads the Purchase Agreement Advisory (PAA) practice, which he established in February 2019, advising buyers and sellers on accounting and financial aspects of purchase agreements.
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.
Formats
