Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How Earnouts Destroy Founder Alignment
We break down the mechanics of earnouts in business acquisitions, using a specific case study of a mid-market software company to show how misaligned incentives can destroy value. Lucas and Luna discuss why sellers often view earnouts as debt traps while buyers see them as risk mitigation, and how this structural gap leads to post-closing conflict. We explore concrete strategies for structuring fair performance metrics and avoiding the common pitfalls that leave founders with empty promises instead of payouts.
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The skinny
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