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Why Purchase Price Adjustment Clauses Fail and How to Fix Them
Monday, January 13, 2014 6:00 PM - 8:00 PM
There is no charge for this program.

Acquisition agreements governing the sale of private companies commonly provide for an accounting firm to resolve any disputes concerning post-closing purchase price adjustments or earn-outs. The purchase price adjustment clauses in Share Purchase Agreements have been the subject of substantial litigation. Case law has exposed fundamental flaws in the structure of some purchase price adjustment clauses and substantial disagreements about the legal standards to be applied. This program features a panel of experts who will discuss the legal and practical issues being presented to courts and accounting firms in connection with purchase price adjustment disputes and offer suggestions on how these clauses can be drafted to address these issues. Reception to follow.

Moderator: STEVEN H. REISBERG, Litigation Department, Willkie Farr & Gallagher LLP

Speakers: FORMER CHIEF JUDGE JUDITH KAYE, Skadden, Arps, Slate Meagher & Flom LLP; TROY A. DAHLBERG, Forensic Advisory Services, KPMG LLP; LYNN K. NEUNER, Litigation Department, Simpson Thacher & Bartlett LLP; SUSAN WEBSTER, General Corporate Practice Group, Cravath, Swaine & Moore LLP

Sponsored by: Committee on International Commercial Disputes, Joseph E. Neuhaus, Chair; Committee on Arbitration, Louis Epstein, Chair; Committee on Corporation Law, Maurice M. Lefkort, Chair; Committee on Financial Reporting, Michael Young, Chair; Committee on Litigation, Cary B. Samowitz, Chair; In House/Outside Counsel Litigation Group, Beth L. Kaufman and Jack Lerner, Co-chairs


42 West 44th Street
New York, NY 10036


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