Fasken's Guide To Earnouts In Private M&A

Earnouts are contractual clauses in private M&A that tie part of the purchase price to the target business's performance post-closing.

The use and structure of an earnout is inherently deal-specific. Earnouts are by nature bespoke and typically highly negotiated. Earnouts may also be more susceptible to post-closing disputes than some other private M&A deal terms.

Careful and informed earnout negotiation and drafting is therefore critical to achieving the parties' objectives. To assist, we have prepared this concise but comprehensive practical guide to earnout structuring, negotiation and strategy. Download Earnouts in Private M&A: Negotiation, Drafting and Strategy below today.