Business & Securities Law

4.7

Negotiating M&A Earnouts: Rapid-Fire Tips

Credits Available
Credit Status Total
Alaska CLE Reciprocity 1 Total
Alabama CLE Approved 1 Total
Arkansas CLE Approved 1 Total
Arizona CLE Approved 1 Total
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Colorado CLE Approved 1 Total
Connecticut CLE Approved 1 Total
Delaware CLE Approved 1 Total
Florida CLE Approved 1 Total
Georgia CLE Approved 1 Total
Hawaii CLE Approved 1 Total
Iowa CLE Approved 1 Total
Idaho CLE Approved 1 Total
Illinois CLE Approved 1 Total
Indiana CLE Approved 1 Total
Kansas CLE Upon Request 1 Total
Kentucky CLE Approved 1 Total
Louisiana CLE Approved 1 Total
Maine CLE Approved 1 Total
Minnesota CLE Approved 1 Total
Missouri CLE Approved 1.2 Total
Northern Mariana Islands CLE Approved 1 Total
Mississippi CLE Approved 1 Total
Montana CLE Approved 1 Total
North Carolina CLE Approved 1 Total
North Dakota CLE Upon Request 1 Total
Nebraska CLE Approved 1 Total
New Hampshire CLE Approved 1 Total
New Jersey CLE Approved 1.2 Total
New Mexico CLE Approved 1 Total
Nevada CLE Approved 1 Total
New York CLE Approved 1 Total
Ohio CLE Approved 1 Total
Oklahoma CLE Approved 1 Total
Oregon CLE Upon Request 1 Total
Pennsylvania CLE Approved 1 Total
Rhode Island CLE Upon Request 1 Total
South Carolina CLE Approved 1 Total
Tennessee CLE Approved 1 Total
Texas CLE Approved 1 Total
Utah CLE Approved 1 Total
Virginia CLE Approved 1 Total
Vermont CLE Approved 1 Total
Washington CLE Approved 1 Total
Wisconsin CLE Approved 1 Total
West Virginia CLE Approved 1.2 Total
Wyoming CLE Approved 1 Total
OnDemand
1 hours 1 minute
Richard Weintraub
With Richard A. Weintraub from Weintraub Law Group PC
Recorded December 01, 2025
Product ID 101385

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Overview

Draft and Negotiate Earnout Agreements From Both Sides of the Table

This rapid-fire session provides practical tips for navigating M&A earnout negotiations, covering key considerations, common pitfalls, and strategies for maximizing value and minimizing disputes for both buyers and sellers. Register today!

  • Foster precision in definitions: make certain to agree on metrics, period, and payment mechanics.
  • Define roles clearly to avoid friction and protect client's upside.
  • Use proactive drafting and scenario planning to prevent problems.
  • Develop effective negotiation strategies for both buyer and seller perspectives.

Abbreviated Agenda

  1. Determining the Roles and Structures of Earnouts in M&As
  2. Negotiation Strategies for Buyers: Focus on Metrics the Buyer Can Directly Influence
    1. Structuring for Flexibility and Control
    2. Mitigating Risk: Caps, Clawbacks, and Offsets
    3. Due Diligence Insights to Inform Earnout Terms
  3. Negotiation Tactics for Sellers
    1. Protecting Downside and Maximizing Upside
    2. Ensuring Fair Calculation and Reporting
    3. Monitoring Rights and Dispute Resolution Mechanisms

Related Topics

Product ID 101385

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 1 Total
Alabama CLE Approved 1 Total
Arkansas CLE Approved 1 Total
Arizona CLE Approved 1 Total
California CLE Approved 1 Total
Colorado CLE Approved 1 Total
Connecticut CLE Approved 1 Total
Delaware CLE Approved 1 Total
Florida CLE Approved 1 Total
Georgia CLE Approved 1 Total
Hawaii CLE Approved 1 Total
Iowa CLE Approved 1 Total
Idaho CLE Approved 1 Total
Illinois CLE Approved 1 Total
Indiana CLE Approved 1 Total
Kansas CLE Upon Request 1 Total
Kentucky CLE Approved 1 Total
Louisiana CLE Approved 1 Total
Maine CLE Approved 1 Total
Minnesota CLE Approved 1 Total
Missouri CLE Approved 1.2 Total
Northern Mariana Islands CLE Approved 1 Total
Mississippi CLE Approved 1 Total
Montana CLE Approved 1 Total
North Carolina CLE Approved 1 Total
North Dakota CLE Upon Request 1 Total
Nebraska CLE Approved 1 Total
New Hampshire CLE Approved 1 Total
New Jersey CLE Approved 1.2 Total
New Mexico CLE Approved 1 Total
Nevada CLE Approved 1 Total
New York CLE Approved 1 Total
Ohio CLE Approved 1 Total
Oklahoma CLE Approved 1 Total
Oregon CLE Upon Request 1 Total
Pennsylvania CLE Approved 1 Total
Rhode Island CLE Upon Request 1 Total
South Carolina CLE Approved 1 Total
Tennessee CLE Approved 1 Total
Texas CLE Approved 1 Total
Utah CLE Approved 1 Total
Virginia CLE Approved 1 Total
Vermont CLE Approved 1 Total
Washington CLE Approved 1 Total
Wisconsin CLE Approved 1 Total
West Virginia CLE Approved 1.2 Total
Wyoming CLE Approved 1 Total
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Negotiating M&A Earnouts: Rapid-Fire Tips

    1. Determining the Roles and Structures of Earnouts in M&As
    2. Negotiation Strategies for Buyers: Focus on Metrics the Buyer Can Directly Influence
      1. Structuring for Flexibility and Control
      2. Mitigating Risk: Caps, Clawbacks, and Offsets
      3. Due Diligence Insights to Inform Earnout Terms
    3. Negotiation Tactics for Sellers
      1. Protecting Downside and Maximizing Upside
      2. Ensuring Fair Calculation and Reporting
      3. Monitoring Rights and Dispute Resolution Mechanisms

Who Should Attend

This legal guide is designed for attorneys. Accountants, tax professionals, directors, and experienced paralegals will also benefit.

Speakers

Richard A Weintraub
Richard A.
Weintraub
Weintraub Law Group PC
Speaker bio
Richard A Weintraub

Richard A. Weintraub

Weintraub Law Group PC
Richard Weintraub

is the owner of Weintraub Law Group PC, where he focuses his practice in the formation of business entities; venture capital transactions; mergers, acquisitions and divestitures; public and private offerings; and debt financing. Mr. Weintraub has also been an instructor of tax and securities law courses at UCLA, University of California San Diego, and the University of San Diego. He has instructed a course entitled "Securities Law Implications for the Emerging Growth Business" at UCSD. Mr. Weintraub is admitted to practice in California and before the U.S. Claims Court, U.S. Tax Court, U.S. District Court for the Central District of California, and the U.S. District Court for the Southern District of California. He earned his B.A. degree from the University of California Los Angeles and J.D. degree from Loyola Marymount University.

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