Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Tuck-In Earnout Destroyed a SaaS Exit
Lucas and Luna dissect the 'tuck-in earnout' — a seemingly benign earnout structure that secretly aligns the buyer's incentives against the seller. Using the cautionary tale of a real $12 million SaaS deal that turned into a $1.2 million payout, they walk through how the earnout was tied to the acquirer's sales team adoption, which never happened. They explain why tuck-in earnouts are far riskier than standalone earnouts, how acquirers structure them to fail, and what sellers should demand instead — like a dedicated sales channel or a minimum marketing commitment. If you…
The skinny
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