Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Milestone Definition Trap That Cost a Seller 25 Million
In this episode of The Acquisition Talk with Fexingo, Lucas and Luna dissect a classic earnout definitional dispute. When a seller's earnout was tied to achieving a specific EBITDA milestone, the buyer used aggressive accounting adjustments to miss the target by a whisker, costing the seller $25 million. We walk through how the earnout was written, where the ambiguity lived, and why a few precise words could have changed the outcome. Plus, we explore the role of independent arbitrators as a safety net, and why even a simple earnout can explode without careful drafting. If you're a…
The skinny
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