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Latest / The Startup Exit Podcast with Fexingo: IPOs, Acquisitions, and Founder Liquidity Events

How Founders Use Earnout Escrows to Protect Payouts

In episode 90 of The Startup Exit Podcast, Lucas and Luna drill into a specific, high-stakes clause in acquisition deals: the earnout escrow. When a founder agrees to an earnout — additional payout tied to hitting post-acquisition milestones — the buyer typically holds back a percentage of the consideration as security. But what happens when the buyer claims the milestone wasn't met, and the escrow dispute winds up in court? Using the recent case of a late-stage SaaS company acquired by a publicly traded enterprise software firm, the hosts walk through how escrow structures can protect…

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