Private Equity M&A Fundamentals 2026: How Sponsors Structure Deals and Exits — and How to Draft Earnouts That Survive J&J v. Fortis

Patrick Reagin, Partner | Holland & Knight

Patrick Reagin is a partner in Holland & Knight’s Atlanta office whose practice centers on post-closing M&A disputes. He represents both buyers and sellers in fights over earnouts, purchase price adjustments, representations and warranties, and indemnity, including litigation and trial in the Delaware courts. He also handles business tort, fraud, contract, fiduciary duty, restrictive covenant, trade secret, and antitrust disputes in U.S. courts and international arbitration, and he writes regularly on directors and officers liability and developments in the Delaware Court of Chancery.

• Education & Credentials

Mr. Reagin received his J.D., summa cum laude, from Loyola University New Orleans College of Law, where he graduated first in his class and served as articles editor of the Loyola Law Review. He also holds a B.S. in Music Industry Studies from Loyola University New Orleans. After law school, he clerked for the Honorable Ivan L.R. Lemelle of the U.S. District Court for the Eastern District of Louisiana. He is admitted to practice in Georgia and Louisiana and before the U.S. Court of Appeals for the Fifth Circuit, the U.S. District Courts for the Eastern, Middle, and Western Districts of Louisiana, and the U.S. District Court for the Northern District of Georgia.

• Recognition & Leadership

The Best Lawyers in America has listed him among its “Ones to Watch” for Atlanta Commercial Litigation (2023 2025), and Georgia Super Lawyers named him a Rising Star in 2023 and 2024. He led the Atlanta Council of Younger Lawyers as president in 2023, following service as vice president (2022 2023), and has served on the Atlanta Bar Association board. Holland & Knight recognized him as a Pro Bono All-Star in 2020. In law school, he received the Faculty Award for the student graduating with the highest GPA (2014) and earned Highest Grade Certificates in 12 courses, including Securities Regulation and Business Organizations II.

• Professional Involvement

He is a member of the Association for Corporate Growth’s Atlanta Chapter, the Atlanta Bar Association, the State Bar of Georgia Young Lawyers Division, and the Louisiana State Bar Association, and he sits on the Federal Bar Association’s Admiralitas Editorial Committee. Earlier in his career, he served as a New Orleans Bar Association Young Lawyers Section Ambassador (2017 2018) and on its Bench Bar Committee (2017), took part in the Louisiana State Bar Association’s Suit Up for the Future Program (2015 2018), and was an associate member of the Thomas More Inn of Court (2015 2018). He also supports the Piedmont Park Conservancy.

• Experience

Much of Mr. Reagin’s work arises after private company acquisitions close. He has represented the sellers of a regional tree care business against a private equity buyer on earnout, representations, and fraud claims; an independent sponsor that acquired a cybersecurity platform in an earnout dispute; and buyers in an earnout dispute with the founder and former members of a chemicals management software business. He has handled a net working capital dispute for an engineering systems provider, representations and warranties litigation and a rollover equity redemption valuation dispute for a national home healthcare provider, and a representations, warranties, and indemnity dispute arising from a private equity acquisition of applied behavioral analysis centers.

He represented a seller in a nine-figure fraud and representations and warranties claim arising from an asset purchase, won complete summary judgment for former directors and officers in a fraud and representations suit tied to a nine-figure acquisition by a major poultry processor, and first-chaired a multiday ICC arbitration for a foreign textiles conglomerate asserting fraud and representations claims against the seller of a U.S. denim manufacturer.

Zachary B. Singerman, Associate | K&L Gates

Zachary B. Singerman is an associate in the Corporate practice of K&L Gates in Charlotte, where his work concentrates on mergers and acquisitions, private equity transactions, and corporate law matters for clients across a range of industries and sectors.

• Education & Credentials

Mr. Singerman earned his J.D. from William and Mary School of Law in 2018 and his B.A. from The Ohio State University in 2015. He is admitted to practice in North Carolina and Ohio.

• Recognition & Leadership

He graduated cum laude from law school, where he served as Lead Notes Editor of the William & Mary Law Review, and magna cum laude from The Ohio State University.

• Professional Involvement

Mr. Reagin speaks often on post-closing M&A risk, including CLE webinars for Strafford (2025) and BARBRI Association, and he serves on the Federal Bar Asso

• Experience

Before joining K&L Gates, Mr. Singerman was an associate in the private equity group of another global law firm. There he worked on mergers and acquisitions, private fund formation, and general corporate governance matters, and he represented institutional investors in private equity and venture capital investments. At K&L Gates, his practice remains focused on M&A and private equity transactions.

Abigail Grise, Associate | Holland & Knight

Abigail Grise is a litigation associate in Holland & Knight’s Charlotte office, where she handles complex commercial and business litigation in state and federal courts. Her practice also includes white collar criminal defense, U.S. Securities and Exchange Commission investigations and enforcement actions, internal investigations, and insurance coverage matters.

• Education & Credentials

Ms. Grise received her J.D., cum laude, from Seton Hall University School of Law and her B.A., summa cum laude, from The University of North Carolina at Wilmington. She is admitted to practice in New York and North Carolina.

• Recognition & Leadership

At Seton Hall, she served as an article editor of the Seton Hall Law Review and competed nationally on the Interscholastic Moot Court Board.

• Professional Involvement

Ms. Grise was an article editor of the Seton Hall Law Review and competed nationally on the and won an appeal before the U.S. Court of Appeals for the Second Circuit.

• Experience

Before joining Holland & Knight, Ms. Grise was a litigation associate at an international law firm in New York. As a student attorney in her law school’s Impact Litigation Clinic, she argued an appeal before the U.S. Court of Appeals for the Second Circuit and prevailed. She also interned in the Economic Crimes Unit of the U.S. Attorney’s Office for the District of New Jersey.

SESSION 1 – Private Equity M&A in Practice: How Sponsors Structure Platform Acquisitions, Add-Ons, and Exits | Zachary B. Singerman | 2:30pm – 3:30pm

This session takes a transaction-level look at how private equity deal structures are built to serve sponsor strategy across the full investment cycle—from platform acquisitions and buy-and-build add-ons to minority and growth equity investments, to the sale of a portfolio company. Drawing on lower middle market deal practice, the session covers how sponsors structure and finance platform and add-on acquisitions, the governance and protective rights that matter in minority deals, rollover equity and management alignment, and how rep and warranty insurance, escrows, and earnouts allocate postclosing risk when a sponsor exits. Attorneys will learn where sponsor-side and strategic-side expectations diverge, how fund-level considerations shape deal terms, and what recent developments—including J&J v. Fortis—mean for drafting. Participants will leave with a practical framework for negotiating PE deal structures from the sponsor, management, and buyer perspective.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Earnouts After the 2026 Delaware Fortis Decisions: Market Data, Case Law, and Drafting Lessons for PE M&A | Patrick Reagin & Abigail Grise | 3:40pm – 4:40pm

This program will examine how recent Delaware earnout decisions and current private-target M&A deal data are shaping the drafting and negotiation of contingent consideration provisions. The discussion will begin with current market data on purchase price adjustments, earnout usage, earnout achievement, and post-closing claims activity. The program will then analyze three recent Fortis decisions — Johnson & Johnson v. Fortis Advisors, Fortis Advisors v. Krafton, and Fortis Advisors v. Stillfront — as practical case studies in efforts covenants, anti-interference protections, operational-control rights, information rights, fraud carveouts, and dispute-resolution mechanisms. The focus will be on practical drafting lessons for deal counsel representing buyers, sellers, and private equity sponsors in transactions involving earnouts or other post-closing value-adjustment mechanisms.