Post-Closing M&A Disputes: Strategies for Mitigating and Resolving Working Capital and Earn-Out Conflicts

Chad Barton
Chad Barton
Holland & Knight LLP

Chad Barton is a corporate attorney in Holland & Knight's Dallas office. Private equity sponsors, their portfolio companies and a variety of other public and private companies rely on Mr. Barton's extensive experience to assist them with complex strategic, financial and other business transactions

Max Mitchell
Max Mitchell
Grant Thornton Advisors LLC

Max is a Partner in Grant Thornton’s Transaction Advisory practice. Max leads Grant Thornton’s Purchase Agreement Advisory (PAA) practice, having established the service offering for Grant Thornton in February 2019. Max has over fifteen years of experience providing financial and accounting services to clients.

Live Video-Broadcast: October 29, 2025

2 hour CLE

Tuition: $195.00
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Program Summary

This CLE will explore the increasingly critical role of earnouts in bridging valuation gaps in M&A transactions, especially amid economic uncertainty and cautious optimism for deal volume recovery. Drawing from recent insights and industry data, this presentation will examine how earnout structures can both facilitate deals and fuel post-closing disputes. The webinar will also cover the other leading cause of accounting/financial related post-closing disputes; the working capital mechanism. Attendees will gain practical guidance on drafting and negotiating earnouts and working capital, to reduce litigation risk and enhance deal certainty.

Key topics to be discussed:

  • Market conditions driving earnout usage
  • Common triggers of post-closing disputes
  • Best practices for drafting and structuring earnouts and working capital mechanisms
  • Mitigation strategies and legal safeguards

This course is co-sponsored with myLawCLE.

Date / Time: October 29, 2025

  • 1:00 pm – 3:10 pm Eastern
  • 12:00 pm – 2:10 pm Central
  • 11:00 am – 1:10 pm Mountain
  • 10:00 am – 12:10 pm Pacific

Closed-captioning available

Speakers

Chad Barton | Holland & Knight LLP

Chad Barton is a corporate attorney in Holland & Knight’s Dallas office. Private equity sponsors, their portfolio companies and a variety of other public and private companies rely on Mr. Barton’s extensive experience to assist them with complex strategic, financial and other business transactions, such as mergers and acquisitions (M&A), including bolt-on and roll-up transactions; divestitures; carve-outs; joint ventures; restructurings; private equity-backed investments and venture capital investments, as well as general corporate counseling.

Mr. Barton has substantial experience with planning, structuring and negotiating transactions for a diverse range of public company and private equity clients in the healthcare, energy, technology and telecommunications sectors. He also drafts purchase agreements, services and supply agreements, contribution and distribution agreements and other commercial contracts, joint venture agreements, confidentiality and exclusivity agreements, licensing agreements, earn-out agreements, term sheets and governance documents, such as limited liability company agreements, partnership agreements and bylaws, and various consents, authorizations and resolutions.

In addition, Mr. Barton helps strategic acquirers realize their growth and financial goals (buy-side and sell-side) and advises clients in various debt and equity transactions. He advises senior management and C-suite professionals, investment committees and boards with transactional analysis and risk analysis in connection with crucial commercial decision-making. These activities include analyzing diligence and documentation requirements, supervising the teams who implement approved strategies, analyzing and synthesizing diligence findings and work product and translating the same into concise, visually informative summaries and ultimately into a comprehensive suite of transactional documents.

 

Max Mitchell | Grant Thornton Advisors LLC

Max is a Partner in Grant Thornton’s Transaction Advisory practice. Max leads Grant Thornton’s Purchase Agreement Advisory (PAA) practice, having established the service offering for Grant Thornton in February 2019. Max has over fifteen years of experience providing financial and accounting services to clients.

Max advises buyers and sellers on the accounting and financial aspects of purchase agreements. He gives guidance on the purchase price mechanisms (closing balance sheet, or ‘locked box’), price adjustments and the key value drivers (working capital, cash, indebtedness) that determine the final price paid and received on deals, as well as the accounting representations and warranties, earn-outs, escrows, dispute resolution clauses, and the financial definitions underpinning agreements.

His team is an integrated, specialist purchase agreement advisory group, with a focus on mid-market transactions. He brings insights and experience from over a thousand transactions, ranging from under $10m to over $2bn in enterprise value, to help navigate the accounting complexities and potential pitfalls within the purchase agreement, providing advice that protects dollar value, while mitigating the risk of disputes. Max has been qualified as an expert on working capital.

Agenda

I. Market conditions driving earnout usage | 1:00pm – 1:30pm

  • Why earnouts are surging in popularity amid valuation gaps and economic volatility

II. Common triggers of post-closing disputes | 1:30pm – 2:00pm

  • How earnout metrics (e.g., revenue vs. EBITDA) influence dispute likelihood
  • How working capital mechanisms can frustrate negotiations or cause post-closing contention

Break | 2:00pm – 2:10pm

III. Best practices for drafting and structuring earnouts and working capital mechanisms | 2:10pm – 2:40pm

  • Techniques to reduce ambiguity and align incentives between buyers and sellers

IV. Mitigation strategies and legal safeguards | 2:40pm – 3:10pm

  • Practical steps to minimize disputes, including audit rights and dispute resolution clauses

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Pending CLE Approval
2 General

Indiana

Pending CLE Approval
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Pending CLE Approval
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
2 General

Nevada

Pending CLE Approval
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for CLE Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Pending CLE Approval
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Pending CLE Approval
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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