How to Structure an Earnout in a Business Acquisition to Reduce Post-Closing Disputes Under Delaware Law
Delaware courts litigate earnouts frequently—and most post-closing disputes trace back to 5 fixable drafting gaps: metrics, accounting rules, operational covenants, governance, and dispute mechanics. In a Delaware-governed M&A deal, an earnout can bridge valuation but also invites fights about “what counts” and “who controls” performance after closing. This article provides a Delaware-focused framework, sample clause […]