When Valuation Is in Doubt, Go the Route of an Earn-Out

Often, both a buyer and a seller may have differing expectations for the future financial performance of the target, even when both are highly motivated. To bridge this gap in expectations, one useful tool is the earn-out. To craft an effective earn-out, dealmakers should have a thorough understanding of its design to avoid disadvantaging the buyer or seller at the time the deal is made or when the earn-out is realized. This program will cover structuring considerations, dispute resolution mechanics, valuation considerations and recent Delaware case law regarding earn-outs. It will be useful in helping you and your clients consider the various issues attendant to an earn-out structure.

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