Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How Earnout Fraud Is Quietly Killing Indie M&A Deals
Earnouts are supposed to bridge valuation gaps, but a new pattern of buyer-initiated fraud is turning them into deal killers. Lucas and Luna break down a 2026 case study: a $45 million earnout on a Texas SaaS firm where the buyer deliberately starved the unit of sales leads to avoid paying out. They walk through the three red flags every seller should watch for: revenue manipulation through channel stuffing, intentional underinvestment, and the 'straw man CEO' trap. This episode doesn't just name the problem — it gives operators concrete structural remedies, including the…
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