Adding Value as Advisors - Purchase Price Adjustment Strategies and Best Practices

Join Morgan Lewis Private Equity partner, Allison Gargano and Corporate associate, Caitlin Harrison, as they discuss the purchase price adjustments that typically accompany M&A transactions. Offering practical advice, Allison and Caitlin will discuss considerations and best practices for deal counsel when drafting and negotiating PPA provisions in acquisition agreements. They will discuss typical considerations of both buyers and sellers, and the guidance lawyers can provide in incorporating these necessary concepts. 

The pair will review the below key concepts which materials will benefit transactional practitioners in all aspects of purchase price adjustments:

• Enterprise Value

• Net Working Capital 

• Cash, Debt, and Transaction Expenses

• Adjustment Process

• Deferred Consideration

• Dispute Resolution

Learning Objectives: 

1. Identify best practices for drafting and negotiating purchase price adjustment strategies

2. Discuss practical tips on adding value as an advisor, including checklists and key questions to raise during due diligence 

3. Ensure the terms of the acquisition agreement and funds flow align with the agreed-upon purchase price adjustment mechanics

4. Plan on litigation at drafting - stay focused on specificity