COURSE DESCRIPTION
Transform valuation uncertainty into deal opportunity through sophisticated earnout structures that bridge buyer-seller valuation gaps while aligning post-closing interests in business acquisition transactions. This specialized program addresses the complex legal and business considerations that determine earnout success or failure. Master the art of structuring contingent consideration arrangements that facilitate deal completion while protecting all parties' interests.
- Design earnout metrics and measurement periods that fairly reflect business performance and value creation
- Draft calculation and payment provisions that prevent disputes while ensuring accurate earnout determinations
- Address management and operational control issues affecting earnout achievement during measurement periods
- Navigate accounting and financial reporting requirements affecting earnout calculation and verification
Speaker:
Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.