Mergers and Acquisitions: Understanding earnouts, deal structures, and acquisition agreements

Megan (Woodward) Daily | ArentFox Schiff LLP

[email protected] | 202-857-8908

Megan’s practice concentrates on mergers and acquisitions, private equity financings, joint ventures, securitizations, entity formation and structuring, commercial contract drafting for national and international transactions, and general corporate law.

Prior to joining ArentFox Schiff, Megan was a commercial transactions and entities associate at a Delaware-based law firm. There, among other things, she drafted and negotiated UCC perfection and entity opinions, financing statements, security instruments, and formation documents for Fortune 500 companies and other US and foreign clients in transactions including: international legacy airline financings; refinancings of two international restaurant franchises and an international entertainment conglomerate; a hedge fund acquisition of a national retail chain; private equity firm acquisitions in multi-level financings of 900+ property portfolios; and multi-iteration REIT financings.

Megan was a recipient of the ArentFox Schiff Roger Pascal Pro Bono Award in April 2023. She has also been featured in Washington Lawyer multiple times for her efforts with the DC Pro Bono Center. Megan’s volunteer work with the DC Bar Pro Bono Center’s Nonprofit & Small Business Legal Assistance Programs was highlighted by the Washington Council of Lawyers in 2023, which noted how she has educated and provided legal assistance to hundreds of small businesses and nonprofits.

Megan serves as the Co-chair for the Pro Bono Subcommittee of the DC Bar Early Career Lawyers Community.

Patrick C. Quine | Sheppard Mullin

[email protected] | 202-747-2649

Patrick Quine is an M&A attorney that has been recognized by Best Lawyers as One to Watch and is a member of the firms Private Equity and Mergers & Acquisitions Teams. Clients seek out Patrick as a trusted advisor to help skillfully navigate complex transactions. He is known for being highly responsive and is adept at proactively finding solutions and not problems. Patrick has also been recognized by Alumni Spotlight as one of the Top 100 Lawyers for 2022.

Patrick represents private equity firms, public companies, privately held companies, founders and owners in merger and acquisition transactions in a diverse array of industries, including the Consumer, Food & Beverage, Aerospace, Defense and Government Services, Technology, Manufacturing, Industrial and Financial Services industries.

Patrick has represented several Consumer and Food & Beverage companies across multiple sectors, including businesses in the food, food service, production, manufacturing, and packaging subsectors.

Patrick has a deep understanding of the business and strategic needs of Food & Beverage and other Consumer businesses and advises them in navigating the M&A transaction process.

Patrick regularly represents private equity firms and other businesses in the aerospace, defense & government services industry. He helps guide them through the complexities inherent to government contracting businesses in the M&A process.

Session I – M&A: Earnout provisions | 10:00am – 11:00am

• What is an earnout?
• What are the advantages and disadvantages of using earn-outs in private M&A?
• What earn-out terms are considered market?

Break | 11:00am – 11:10am

Session II – M&A: Mastering deal structures and acquisition agreements | 11:10am – 12:10pm

• General transaction structures to M&A
• Key provisions in acquisition agreements
• Other trends and best practices