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 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
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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:
This course is co-sponsored with myLawCLE.
Date / Time: October 29, 2025
Closed-captioning available
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.
I. Market conditions driving earnout usage | 1:00pm – 1:30pm
II. Common triggers of post-closing disputes | 1:30pm – 2:00pm
Break | 2:00pm – 2:10pm
III. Best practices for drafting and structuring earnouts and working capital mechanisms | 2:10pm – 2:40pm
IV. Mitigation strategies and legal safeguards | 2:40pm – 3:10pm
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Approved for CLE Credits
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved via Attorney Submission
2.5 General Hours
Pending CLE Approval
2 General
Approved for CLE Credits
2.4 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 Substantive
Pending CLE Approval
2 General
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved for CLE Credits
2.4 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
120 General minutes
Approved for CLE Credits
2.4 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2.4 General
Pending CLE Approval
2 General
Pending CLE Approval
2.5 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2.5 General
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Not Eligible
2 General Hours
Approved for CLE Credits
2 General
Approved via Attorney Submission
2 Law & Legal Hours
Pending CLE Approval
2 General
Pending CLE Approval
2.4 General
Pending CLE Approval
2 General