Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Say-on-Gold Clause Risks M&A Deals
Episode 40 of The Acquisition Talk dives into the 'say-on-gold' clause — a controversial M&A provision that gives key employees veto power over a sale or earnout structure. Lucas and Luna break down a real 2025 case where a mid-market software firm's earnout collapsed because a top engineer refused to sign the retention agreement. They explore how this clause started as a retention tool for indie brands and is now creeping into larger private-equity deals. Lucas explains the three structural triggers — supermajority votes, expedited arbitration, and sunset periods — that buyers…
The skinny
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