Wide-format flat-design illustration of a business seller holding a contract with a large question mark above a performance chart showing a target line with some bars reaching it in green and others falling short in red-orange, with a balance scale in the background showing risk shifting from buyer to seller, in a warm peach-orange and dark navy palette.

Earnouts: When They Make Sense and When They’re a Red Flag

Few deal structure components generate more seller anxiety — or more post-closing disputes — than the earnout. And for good reason. An earnout asks you to accept a fundamental bargain: we’ll pay you the full price you’re asking, but only if the business continues to perform at the level you’re claiming after you’ve handed it […]

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