Cleary Corporate Breakfast: “Locked-Box” Clauses in Acquisition Contracts

November 8, 2018


The Italian offices of Cleary Gottlieb presented a seminar titled “Locked-Box” Clauses in Acquisition Contracts.

In practice, in contracts for the acquisition of shareholdings or companies, a number of different clauses for determining purchase price have developed. Among these clauses, so-called “locked-box” clauses are increasingly used, also outside the private equity context. After introducing the reasons behind the adoption of this mechanism and the differences compared to the other formulas that have arisen in practice, we discussed some practical examples together, identifying some important issues in the drafting of these clauses.

The seminar is part of the Cleary Corporate Breakfast series and took place at the Rome and Milan offices.