The terms governing post-closing payments can have a significant impact on the ultimate value of an M&A transaction and the potential for disputes between buyers and sellers. This CLE program examines three common sources of conflict: working capital adjustments, seller note defaults, and earnout disagreements. Using a hypothetical business acquisition, the program explores the competing positions buyers and sellers may take in each dispute and identifies key negotiation strategies and drafting provisions that can help avoid costly litigation.

Topics include defining working capital calculations and resolving discrepancies, addressing repayment obligations and default protections in seller financing, and establishing measurable earnout conditions, operational requirements, and audit rights. The discussion provides practical guidance for attorneys at all experience levels representing buyers or sellers in M&A transactions.