Innovation in deal structures and forms of consideration

Sophisticated M&A professionals use various forms of consideration and pricing formulations, including working capital and locked-box adjustments, fixed price/exchange ratio collars, and valuation and earnout mechanisms when drafting merger agreements. The smooth interplay between these elements can make a transaction sail through closing, but in some cases, counterparties see opportunities for gains that are not well understood by the other.
This discussion examined deal structures and terms that may be employed to bridge gaps between buyers and sellers. Elizabeth Donley, Partner at Hogan Lovells, Brett Shawn, Senior Vice President, Assistant General Counsel at Warburg Pincus, and Michael Wolf, Vice President, Deputy General Counsel at Baxter International considered various forms of consideration and pricing formulations, including working capital and "locked-box" adjustments, fixed price/exchange ratio collars, valuation and earnout mechanisms, and other practical considerations relevant to M&A negotiations and merger agreement drafting.
The Transaction Advisors Institute provides its members with a suite of programs and current information on M&A strategy, deal structuring, and integration best practices. www.Transactio...
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