The Most Dangerous M&A Clause Nobody Reads

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Jul 3, 2026 · 10m · transcript

In this episode of The Acquisition Talk with Fexingo, Lucas and Luna dive into the indemnification escrow trap—a clause that can drain M&A sellers' payouts for years after closing. Using the real-world case of a $50 million software deal where the buyer held back 20% in escrow and then filed multiple small claims to deplete it, they explain how the trap works, why sellers often sign it without reading, and what to negotiate instead. The conversation covers the difference between 'true-up' and 'holdback' escrows, the role of the cap table in protecting minority…