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Post-closing Adjustments & Issues in Business Transactions (teleseminar)
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When: 08/08/2016
1:00 PM to 2:00 PM
Where: United States
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
Convenient, affordable, timely and informative
An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

1 CLE hour

First Run Broadcast: January 19, 2016
Live Replay: August 8, 2016
1:00 p.m.(60 minutes)

A transaction may be formally closed but it’s not necessarily over. There are frequently post-closing payments or other transfers among the parties to a business sale or other transaction. These post-closing payments are made for many reasons, including to adjust the purchase price when the business has not performed according to certain metrics, the discovery of the exact amount of taxes, debts or other financial liabilities, the occurrence of certain indemnified events, or a variety of other occurrences.  Often a certain amount of the purchase price is set-back in an escrow account to fully or partially satisfy these post-closing adjustments.  These adjustments are vigorously negotiated and carefully drafted as sellers want the fewest possible and buyers want maximum protection.  This program will provide you a practical guide to understanding post-closing issues and negotiating and drafting post-closing provisions in business transactions.  

• Post-closing adjustments to purchase price in business transactions 
• Uses and risks of using post-closing adjustments to allocate risks among the parties
• Drafting adjustments for working capital, debt, taxes, other liabilities or claims
• Defining “baskets” of adjustments and “caps” on the amount of adjustments 
• How the adjustments are satisfied – escrow and holdbacks
• Relationship of earnouts and post-closing adjustments
• Essential nature of survival provisions in post-closing adjustments 


Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law. 


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